UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----- ----- Commission File Number: 0-22957 RIVERVIEW BANCORP, INC. - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Washington 91-1838969 - --------------------------------------------- -------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) I.D. Number) 900 Washington St., Ste. 900, Vancouver, Washington 98660 - --------------------------------------------------- ------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (360) 693-6650 -------------- 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 is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes X No ---- ---- 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 per share, 5,811,936 shares outstanding as of August 2, 2005.
Form 10-Q RIVERVIEW BANCORP, INC. AND SUBSIDIARY INDEX Part I. Financial Information Page --------------------- ---- Item 1: Financial Statements (Unaudited) Consolidated Balance Sheets as of June 30, 2005 and March 31, 2005 1 Consolidated Statements of Income Three Months Ended June 30, 2005 and 2004 2 Consolidated Statements of Shareholders' Equity for the Year Ended March 31, 2005 and the Three Months Ended June 30, 2005 3 Consolidated Statements of Comprehensive Income Three Months Ended June 30, 2005 and 2004 4 Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2005 and 2004 5 Notes to Consolidated Financial Statements 6-14 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 14-25 Item 3: Quantitative and Qualitative Disclosures About Market Risk 25-26 Item 4: Controls and Procedures 26 Part II. Other Information 27-28 ----------------- SIGNATURES 29-32
Part I. Financial Information Item 1. Financial Statements (Unaudited) RIVERVIEW BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS JUNE 30, 2005 AND MARCH 31, 2005 JUNE 30, MARCH 31, (In thousands, except share data) 2005 2005 - ------------------------------------------------------------------------------ ASSETS Cash (including interest-earning accounts of $52,262 and $45,501) $ 74,485 $ 61,719 Loans held for sale 159 510 Investment securities available for sale, at fair value (amortized cost of $24,136 and $22,993) 24,148 22,945 Mortgage-backed securities held to maturity, at amortized cost (fair value of $2,297 and $2,402) 2,260 2,343 Mortgage-backed securities available for sale, at fair value (amortized cost of $10,913 and $11,756) 10,828 11,619 Loans receivable (net of allowance for loan losses of $6,526 and $4,395) 561,012 429,449 Real estate owned - 270 Prepaid expenses and other assets 2,166 1,538 Accrued interest receivable 2,664 2,151 Federal Home Loan Bank stock, at cost 7,350 6,143 Premises and equipment, net 9,339 8,391 Deferred income taxes, net 2,483 2,624 Mortgage servicing intangible, net 458 470 Goodwill 26,356 9,214 Core deposit intangible, net 1,055 578 Bank owned life insurance 12,726 12,607 --------- --------- TOTAL ASSETS $737,489 $572,571 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Deposits: Non-interest-bearing $ 79,268 $ 79,508 Interest-bearing 503,562 377,370 --------- --------- 582,830 456,878 Accrued expenses and other liabilities 8,259 5,858 Advance payments by borrowers for taxes and insurance 98 313 Federal Home Loan Bank advances 58,904 40,000 --------- --------- Total liabilities 650,091 503,049 COMMITMENTS AND CONTINGENCIES - - SHAREHOLDERS' EQUITY: Serial preferred stock, $.01 par value; 250,000 authorized, issued and outstanding, none - - Common stock, $.01 par value; 50,000,000 authorized, issued and outstanding: June 30, 2005 - 5,810,940 issued, 5,810,936 outstanding 58 50 March 31, 2005 - 5,015,753 issued, 5,015,749 outstanding Additional paid-in capital 57,991 41,112 Retained earnings 30,737 29,874 Unearned shares issued to employee stock ownership trust (1,340) (1,392) Accumulated other comprehensive loss (48) (122) --------- --------- Total shareholders' equity 87,398 69,522 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 737,489 $572,571 ========= ========= See notes to consolidated financial statements. 1
RIVERVIEW BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME Three Months Ended June 30, (In thousands, except share data) (Unaudited) 2005 2004 - ------------------------------------------------------------------------------ INTEREST INCOME: Interest and fees on loans receivable $ 9,597 $ 6,626 Interest on investment securities - taxable 186 124 Interest on investment securities - non-taxable 43 44 Interest on mortgage-backed securities 145 160 Other interest and dividends 254 139 ------- ------- Total interest income 10,225 7,093 ------- ------- INTEREST EXPENSE: Interest on deposits 2,471 1,043 Interest on borrowings 656 496 ------- ------- Total interest expense 3,127 1,539 ------- ------- Net interest income 7,098 5,554 Less provision for loan losses 450 140 ------- ------- Net interest income after provision for loan losses 6,648 5,414 ------- ------- NON-INTEREST INCOME: Fees and service charges 1,486 1,170 Asset management fees 364 272 Gain on sale of loans held for sale 126 175 Gain on sale of real estate owned 21 - Loan servicing income 27 19 Gain on sale of land and fixed assets - 828 Bank owned life insurance income 120 154 Other 43 22 ------- ------- Total non-interest income 2,187 2,640 ------- ------- NON-INTEREST EXPENSE: Salaries and employee benefits 3,399 2,646 Occupancy and depreciation 803 773 Data processing 365 249 Amortization of core deposit intangible 49 81 Advertising and marketing expense 231 251 Federal Deposit Insurance Corporation insurance premium 15 15 State and local taxes 135 153 Telecommunications 63 64 Professional fees 363 123 Other 673 477 ------- ------- Total non-interest expense 6,096 4,832 ------- ------- INCOME BEFORE INCOME TAXES 2,739 3,222 PROVISION FOR INCOME TAXES 918 1,023 ------- ------- NET INCOME $ 1,821 $ 2,199 ======= ======= Earnings per common share: Basic $ 0.33 $ 0.46 Diluted 0.33 0.45 Weighted average number of shares outstanding: Basic 5,451,976 4,790,785 Diluted 5,519,699 4,864,583 See notes to consolidated financial statements. 2
<TABLE> RIVERVIEW BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE YEAR ENDED MARCH 31, 2005 AND THE THREE MONTHS ENDED JUNE 30, 2005 (Unaudited) Unearned Shares Accum- Issued to ulated Employee Other Common Addi- Stock Compre- Stock tional Owner- hensive (In thousands, except ---------------- Paid-in Retained ship Income per share data) Shares Amount Capital Earnings Trust (Loss) Total - --------------------------------------------------------------------------------------------------------- <s> <c> <c> <c> <c> <c> <c> <c> Balance April 1, 2004 4,974,975 $ 50 $40,187 $26,330 $ (1,598) $ 213 $ 65,182 Cash dividends ($0.62 per share) - - - (2,985) - - (2,985) Exercise of stock options 40,774 - 536 - - - 536 Earned ESOP shares - - 314 - 206 - 520 Tax benefit, stock option - - 75 - - - 75 --------- ------- ------- ------- ------- ------- -------- 5,015,749 50 41,112 23,345 (1,392) 213 63,328 Comprehensive income: Net income - - - 6,529 - - 6,529 Other comprehensive income: Unrealized holding loss on securities of $1,120 (net of $577 tax effect) less class- ification adjustment for net losses included in net income of $785 (net of $404 tax effect) - - - - - (335) (335) -------- Total comprehensive income - - - - - - 6,194 --------- ------- ------- ------- ------- ------- -------- Balance March 31, 2005 5,015,749 50 41,112 29,874 (1,392) (122) 69,522 Cash dividends ($0.17 per share) - - - (958) - - (958) Exercise of stock options 6,822 - 94 - - - 94 Stock issued in connection with acquisition 788,365 8 16,706 - - - 16,714 Earned ESOP shares - - 79 - 52 - 131 ---------- ------- ------- ------- ------- ------- -------- 5,810,936 58 57,991 28,916 (1,340) (122) 85,503 Comprehensive income: Net income - - - 1,821 - - 1,821 Other comprehensive income: Unrealized holding gain on securities of $74 (net of $38 tax effect) - - - - - 74 74 --------- ------- ------- ------- ------- ------- -------- Total comprehensive income - - - - - - 1,895 --------- ------- ------- ------- ------- ------ -------- Balance June 30, 2005 5,810,936 $58 $57,991 $30,737 $(1,340) $(48) $87,398 ========= ====== ======= ======= ======= ===== ======= See notes to consolidated financial statements. </TABLE> 3
RIVERVIEW BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended June 30, (In thousands) (Unaudited) 2005 2004 - ------------------------------------------------------------------------------ Net income $ 1,821 $ 2,199 Other comprehensive income Change in fair value of securities available for sale, net of tax 74 (686) ------- ------- Total comprehensive income $ 1,895 $ 1,513 ======= ======= 4
RIVERVIEW BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS Ended JUNE 30, (In thousands) (Unaudited) 2005 2004 - ------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,821 $ 2,199 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 319 486 Mortgage servicing rights valuation adjustment (10) (16) Provision for loan losses 450 140 Noncash expense related to ESOP 131 125 Increase in deferred loan origination fees, net of amortization 196 3 Federal Home Loan Bank stock dividend - (44) Origination of loans held for sale (5,217) (8,485) Proceeds from sales of loans held for sale 5,597 8,087 Net gain on loans held for sale, sale of real estate owned, mortgage-backed securities, investment securities and premises and equipment (128) (861) Income from bank owned life insurance (120) (154) Changes in assets and liabilities: Increase in prepaid expenses and other assets (652) 10 Decrease in accrued interest receivable 38 82 Increase (decrease) in accrued expenses and other liabilities 1,896 (313) --------- ------- Net cash provided by operating activities 4,321 1,259 --------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Loan originations (146,040) (94,525) Principal repayments/refinance on loans 133,440 93,817 Proceeds from call, maturity, or sale of investment securities available for sale 250 - Principal repayments on investment securities available for sale 37 37 Purchase of mortgage-backed securities available for sale - (5,000) Principal repayments on mortgage-backed securities available for sale 843 1,030 Principal repayments on mortgage-backed securities held to maturity 83 68 Purchase of premises and equipment (114) (51) Acquisition, net of cash received (14,716) - Additions to real estate owned - (13) Proceeds from sale of real estate owned and premises and equipment 273 33 --------- -------- Net cash used in investing activities (25,945) (4,604) --------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposit accounts 46,262 (6,484) Dividends paid (751) (669) Proceeds from Federal Home Loan Bank advances - 15,100 Repayment of Federal Home Loan Bank advances (11,000) (15,100) Net decrease in advance payments by borrowers (215) (234) Proceeds from exercise of stock options 94 166 --------- -------- Net cash provided by (used in) financing activities 34,390 (7,221) --------- -------- NET INCREASE (DECREASE) IN CASH 12,766 (10,566) CASH, BEGINNING OF PERIOD 61,719 47,907 --------- -------- CASH, END OF PERIOD $ 74,485 $ 37,341 ========= ======== SUPPLEMENTAL DISCLOSURES: Cash paid during the year for: Interest $ 3,103 $ 1,583 SUPPLEMENTAL DISCLOSURE OF BANK ACQUISITION Issuance of common stock $ (16,714) - Investments acquired 1,417 - Fair value of loans receivable acquired 119,536 - Other assets acquired 3,388 - Deposits assumed (79,691) - Borrowings and other liabilities assumed (30,362) - Goodwill 17,142 - NONCASH INVESTING AND FINANCING ACTIVITIES: Dividends declared and accrued in other liabilities $ 750 $ 743 Receivable from sale and leaseback of premises - 2,391 Financed sale of real estate owned - (228) Fair value adjustment to securities available for sale 112 (1,039) Income tax effect related to fair value adjustment (38) 353 See notes to consolidated financial statements. 5
RIVERVIEW BANCORP, INC. AND SUBSIDIARY Notes to Consolidated Financial Statements (Unaudited) 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Quarterly Reports on 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. Annual Report on Form 10-K for the year ended March 31, 2005. The results of operations for the three months ended June 30, 2005 are not necessarily indicative of the results which may be expected for the fiscal year ending March 31, 2006. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 2. PRINCIPLES OF CONSOLIDATION The consolidated financial statements of Riverview Bancorp, Inc. and Subsidiary include all the accounts of Riverview Bancorp, Inc. (the "Company") and the consolidated accounts of its wholly-owned subsidiary, Riverview Community Bank (the "Bank"), the Bank's wholly-owned subsidiary, Riverview Services, Inc., and the Bank's majority-owned subsidiary, Riverview Asset Management Corp. ("RAM Corp.") All inter-company transactions and balances have been eliminated in consolidation. 3. ACQUISITION On April 22, 2005, the Company completed the acquisition of American Pacific Bank ("APB"). The cost to acquire APB's 2,804,618 shares of common stock was payment in cash for 1,404,000 shares at a transaction value of $11.94 per share and the issuance of 788,365 shares of the Company's common stock at a price of $21.20 per share for the remaining 1,400,618 shares. All APB stock options were cashed out at a cost of $873,240, the difference between the transaction value of $11.94 per share and the options' respective exercise prices prior to completion of the merger. The acquisition was accounted for using the purchase method of accounting and, accordingly, the assets and liabilities of APB were recorded at their respective fair values. Core deposit intangible is being amortized using an accelerated method over ten years. The excess of the purchase price over net fair value of the assets and liabilities acquired was recorded as goodwill in the amount of $17.1 million. Goodwill is not tax deductible because the transaction is nontaxable for Internal Revenue Service purposes. The purchased assets and assumed liabilities were recorded as follows (dollars in thousands): Assets ------ Cash $ 3,433 Investments 1,417 Building and equipment 1,080 Loans 119,536 Core deposit intangible 526 Goodwill 17,142 Other, net 1,781 ------- Total assets 144,915 Liabilities ----------- Deposits (79,691) Borrowings (29,904) Other liabilities (457) -------- Total liabilities (110,052) 6
Net acquisition costs $34,863 Less: Stock issued in acquisition (16,714) Cash acquired (3,433) ------- Cash used in acquisition, net of cash acquired $14,716 ======= The following unaudited pro forma financial information for the three months ended June 30, 2005 and 2004 assumes that the APB acquisition occurred as of April 1, 2004, after giving effect to certain adjustments. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations which may occur in the future or that would have occurred had the APB acquisition been consummated on the date indicated. Pro Forma Financial Information for the Three Months Ended June 30, 2005 2004 -------------------------------------- (in thousands) Net interest income $ 7,335 $ 6,803 Non-interest income 2,174 1,935 Non-interest expense 6,444 7,218 Net income 1,743 959 Earnings per common share: Basic $ 0.28 $ 0.17 Diluted 0.28 0.17 4. STOCK-BASED COMPENSATION At June 30, 2005, the Company had two stock-option plans. The Company accounts for these plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Accordingly, no stock-based compensation cost is reflected in net income as all options granted under the Company's plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provision of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation" to stock-based compensation awards: Three Months Ended June 30, -------------------------- 2005 2004 --------- ------- Net income (in thousands): As reported $1,821 $2,199 Deduct: Total stock based compensation expense determined under fair value based method for all options, net of related tax benefit (88) (23) Pro forma 1,733 2,176 Earnings per common share - basic: As reported $0.33 $0.46 Pro forma 0.32 0.45 Earnings per common share - fully diluted: As reported $0.33 $0.45 Pro forma 0.31 0.45 7
5. 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. Employee Stock Ownership Plan ("ESOP") shares are not considered outstanding for earnings per share purposes until they are committed to be released. Three Months Ended June 30, ------------------------- 2005 2004 --------- -------- Basic EPS computation: Numerator-Net income $ 1,821,000 $ 2,199,000 Denominator-Weighted average common shares outstanding 5,451,976 4,790,785 Basic EPS $ 0 .33 $ 0 .46 =========== =========== Diluted EPS computation: Numerator-Net Income $ 1,821,000 $ 2,199,000 Denominator-Weighted average common shares outstanding 5,451,976 4,790,785 Effect of dilutive stock options 67,723 73,798 ----------- ----------- Weighted average common shares and common stock equivalents 5,519,699 4,864,583 Diluted EPS $ 0.33 $ 0.45 =========== =========== 6. INVESTMENT SECURITIES 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 Cost Gains Losses Value --------- ---------- ---------- --------- June 30, 2005 - ------------- Trust Preferred $ 5,000 $ 31 $ - $ 5,031 Agency securities 15,202 5 (120) 15,087 Municipal bonds 3,934 96 - 4,030 --------- -------- -------- --------- Total $ 24,136 $ 132 $ (120) $ 24,148 ========= ======== ======== ========= March 31, 2005 - -------------- Trust Preferred $ 5,000 $ 31 $ - $ 5,031 Agency securities 14,021 - (179) 13,842 Municipal bonds 3,972 100 - 4,072 --------- -------- -------- --------- Total $ 22,993 $ 131 $ (179) $ 22,945 ========= ======== ======== ========= The contractual maturities of investment securities available for sale are as follows (in thousands): Amortized Estimated June 30, 2005 Cost Fair Value - ------------- --------- ---------- Due in one year or less $ 800 $ 798 Due after one year through five years 16,340 16,297 Due after ten years 6,996 7,053 --------- ---------- Total $ 24,136 $ 24,148 ========= ========== 8
Investment securities with an amortized cost of $9.9 million and $9.0 million and a fair value of $9.8 million and $8.9 million at June 30, 2005 and March 31, 2005, respectively, were pledged as collateral for advances at the Federal Home Loan Bank ("FHLB") of Seattle. Investment securities with an amortized cost of $1.1 million and a fair value of $1.2 million at both June 30, 2005 and March 31, 2005 were pledged as collateral for treasury tax and loan funds held by the Bank. Investment securities with an amortized cost of $5.0 million and a fair value of $5.0 million at both June 30, 2005 and March 31, 2005 were pledged as collateral for borrowings from the discount window at the Federal Reserve Bank. The fair value of temporarily impaired securities, the amount of unrealized losses and the length of time these unrealized losses existed as of June 30, 2005 are as follows (in thousands): Less than 12 months 12 months or longer Total ----------------------------------------------------------- Description of Fair Unrealized Fair Unrealized Fair Unrealized Securities Value Losses Value Losses Value Losses ----- ---------- ----- ---------- ----- ---------- Agency securities $11,947 $ (84) $ 1,964 $ (36) $ 13,911 $ (120) ------- ------- ------- -------- -------- --------- Total temporarily impaired securities $11,947 $ (84) $ 1,964 $ (36) $ 13,911 $ (120) ======= ======= ======= ======== ======== ========= The Company has evaluated these securities and has determined that the decline in the value is temporary. The decline in value is not related to any company or industry specific event. The Company anticipates full recovery of amortized cost with respect to these securities at maturity or sooner in the event of a more favorable market interest rate environment. The Company realized no gains or losses on sales of investment securities available for sale for the three-month periods ended June 30, 2005 and 2004. 7. MORTGAGE-BACKED SECURITIES Mortgage-backed securities held to maturity consisted of the following (in thousands): Gross Gross Estimated Amortized Unrealized Unrealized Fair June 30, 2005 Cost Gains Losses Value - ------------- --------- ---------- ---------- --------- Real estate mortgage investment conduits $ 1,802 $ 24 $ - $ 1,826 FHLMC mortgage-backed securities 161 3 - 164 FNMA mortgage-backed securities 297 10 - 307 --------- --------- --------- ---------- Total $ 2,260 $ 37 $ - $ 2,297 ========= ========= ========= ========== March 31, 2005 - -------------- Real estate mortgage investment conduits $ 1,802 $ 43 $ - $ 1,845 FHLMC mortgage-backed securities 218 6 - 224 FNMA mortgage-backed securities 323 10 - 333 --------- --------- --------- ---------- Total $ 2,343 $ 59 $ - $ 2,402 ========= ========= ========= ========== The contractual maturities of mortgage-backed securities classified as held to maturity are as follows (in thousands): Amortized Estimated June 30, 2005 Cost Fair Value - ------------- --------- ---------- Due after one year through five years $ 17 $ 17 Due after five years through ten years 25 26 Due after ten years 2,218 2,254 -------- -------- Total $ 2,260 $ 2,297 ======== ======== Mortgage-backed securities held to maturity with an amortized cost of $1.8 million and $1.8 million and a fair value of $1.8 million and $1.9 million at June 30, 2005 and March 31, 2005, respectively, were pledged as collateral for governmental public funds held by the Bank. Mortgage-backed securities held to maturity with an amortized cost of $208,000 and $248,000 and a fair value of $215,000 and $255,000 at June 30, 2005 and March 31, 2005, respectively, were pledged as collateral for treasury tax and loan funds held by the Bank. The real estate mortgage investment conduits consist of Federal Home Loan Mortgage Corporation ("Freddie Mac") and Federal National Mortgage Association ("Fannie Mae") securities. 9
Mortgage-backed securities available for sale consisted of the following (in thousands): Gross Gross Estimated Amortized Unrealized Unrealized Fair June 30, 2005 Cost Gains Losses Value - ------------- --------- ---------- ---------- --------- Real estate mortgage investment conduits $ 1,682 $ 28 $ - $ 1,710 FHLMC mortgage-backed securities 9,034 3 (121) 8,916 FNMA mortgage-backed securities 197 5 - 202 --------- -------- ------- -------- Total $ 10,913 $ 36 $ (121) $ 10,828 ========= ======== ======= ======== March 31, 2005 - -------------- Real estate mortgage investment conduits $ 1,846 $ 27 $ - $ 1,873 FHLMC mortgage-backed securities 9,677 12 (182) 9,507 FNMA mortgage-backed securities 233 6 - 239 --------- -------- ------- -------- Total $ 11,756 $ 45 $ (182) $ 11,619 ========= ======== ======= ======== The contractual maturities of mortgage-backed securities available for sale are as follows (in thousands): Amortized Estimated June 30, 2005 Cost Fair Value - ------------- --------- ---------- Due after one year through five years $ 1,202 $ 1,208 Due after five years through ten years 8,109 7,991 Due after ten years 1,602 1,629 -------- -------- Total $ 10,913 $ 10,828 ======== ======== Expected maturities of mortgage-backed securities held to maturity and available for sale will differ from contractual maturities because borrowers may have the right to prepay obligations. Mortgage-backed securities available for sale with an amortized cost of $10.7 million and $11.5 million and a fair value of $10.6 million and $11.4 million at June 30, 2005 and March 31, 2005, respectively, were pledged as collateral for FHLB advances. Mortgage-backed securities available for sale with an amortized cost of $36,000 and $45,000 and a fair value of $37,000 and $47,000 at June 30, 2005 and March 31, 2005, respectively, were pledged as collateral for treasury tax and loan funds held by the Bank. The fair value of temporarily impaired securities, the amount of unrealized losses and the length of time these unrealized losses existed as of June 30, 2005 are as follows (in thousands): Less than 12 months 12 months or longer Total ----------------------------------------------------------- Description of Fair Unrealized Fair Unrealized Fair Unrealized Securities Value Losses Value Losses Value Losses ----- ---------- ----- ---------- ----- ---------- FHLMC mortgage- backed securities $7,859 $(121) $ - $ - $7,859 $(121) ------ ----- ----- ------- ------ ----- Total temporarily impaired securities $7,859 $(121) $ - $ - $7,859 $(121) ====== ===== ====== ======== ====== ===== The Company has evaluated these securities and has determined that the decline in the value is temporary. The decline in value is not related to any company or industry specific event. The Company anticipates full recovery of amortized cost with respect to these securities at maturity or sooner in the event of a more favorable market interest rate environment. The Company realized no gains or losses on sales of mortgage-backed securities available for sale for the three months ended June 30, 2005 and 2004. 10
8. LOANS RECEIVABLE Loans receivable excluding loans held for sale consisted of the following (in thousands): June 30, March 31, 2005 2005 ---------- ------------ Residential: One to four-family $ 34,324 $ 36,514 Multi-family 2,037 2,568 Construction: One to four-family 48,932 44,415 Commercial real estate 29,390 11,138 Commercial 67,239 58,042 Consumer: Secured 29,040 28,782 Unsecured 4,811 1,668 Land 36,924 29,151 Commercial real estate 318,631 224,691 --------- --------- 571,328 436,969 Less: Deferred loan fees 3,790 3,125 Allowance for loan losses 6,526 4,395 --------- --------- Loans receivable, net $ 561,012 $ 429,449 ========= ========= Most of the Bank's business activity is with customers located in the states of Washington and Oregon. Loans and extensions of credit outstanding at one time to one borrower are generally limited by federal regulation to 15% of the Bank's shareholders' equity, excluding accumulated other comprehensive income/(loss). As of June 30, 2005 and March 31, 2005, the Bank had no loans to one borrower in excess of the regulatory limit and also had no individual industry concentrations of credit. 9. ALLOWANCE FOR LOAN LOSSES A reconciliation of the allowance for loan losses is as follows (in thousands): Three Months Ended June 30, ----------------------- 2005 2004 ------- ------- Beginning balance $ 4,395 $ 4,481 Provision for losses 450 140 Charge-offs (258) (133) Recoveries 51 1 Allowance transferred from APB acquisition 1,888 - -------- -------- Ending balance $ 6,526 $ 4,489 ======== ======== Changes in the allowance for unfunded loan commitments and lines of credit were as follows (in thousands): Three Months Ended June 30, ----------------------- 2005 2004 ------- ------- Beginning balance $ 253 $ 191 Net increase (decrease) in allowance for unfunded loan commitments and lines of credit 76 (12) ------ ------ Ending balance $ 329 $ 179 ====== ====== The allowance for unfunded loan commitments is included in other liabilities on the consolidated balance sheets. The provision for unfunded commitments is charged to non-interest expense. 11
At June 30, 2005 and March 31, 2005, the Company's recorded investment in impaired loans was $1.9 million and $456,000 respectively. Specific reserves for impaired loans totaled $103,000 and none at June 30, 2005 and March 31, 2005, respectively. The allowance for loan losses in excess of specific reserves is available to absorb losses from all loans, although allocations have been made for certain loans and loan categories as part of management's analysis of the allowance. The average investment in impaired loans was approximately $1.2 million during the three months ended June 30, 2005 and $1.0 million for the year ended March 31, 2005. Interest income recognized on impaired loans was $4,000 for the three months ended June 30, 2005 and $9,000 for the year ended March 31, 2005. Loans past due 90 days or more and still accruing interest totaled $497,000 and none at June 30, 2005 and March 31, 2005 respectively. 10. LOANS HELD FOR SALE The Company identifies loans held for sale at the time of origination, which are carried at the lower of aggregate cost or net realizable value. Market values are derived from available market quotations for comparable pools of mortgage loans. Adjustments for unrealized losses, if any, are charged to income. 11. MORTGAGE SERVICING RIGHTS The following table is a summary of the activity in mortgage servicing rights ("MSRs") and the related allowance for the periods indicated and other related financial data (in thousands): Three Months Ended June 30, ----------------- 2005 2004 ------ ------ Balance at beginning of period, net $ 470 $ 624 Additions 39 40 Amortization (61) (79) Change in valuation allowance 10 16 ------ ------ Balance at end of period, net $ 458 $ 601 ====== ====== Valuation allowance at beginning of period $ 84 $ 106 Change in valuation allowance (10) (16) ------ ------ Valuation allowance balance at end of period $ 74 $ 90 ====== ====== The Company evaluates MSRs for impairment by stratifying MSRs based on the predominant risk characteristics of the underlying financial assets. At June 30, 2005 and March 31, 2005, the fair value of MSRs totaled $897,000 and $1.1 million, respectively. The June 30, 2005 fair value was estimated using various discount rates and a range of PSA values (the Bond Market Association's standard prepayment values) that ranged from 153 to 1,478. Amortization expense for the net carrying amount of MSRs at June 30, 2005 is estimated as follows (in thousands): Year Ending March 31, -------------------- 2006 $136 2007 106 2008 91 2009 74 2010 32 After 2010 19 ---- Total $458 ==== 12. CORE DEPOSIT INTANGIBLE Net unamortized core deposit intangible totaled $1.1 million at June 30, 2005 and $578,000 at March 31, 2005. Amortization expense related to the core deposit intangible during the three months ended June 30, 2005 and 2004 totaled $49,000 and $81,000, respectively. During the three months ended June 30, 2005, the Company had additions to core deposit intangibles totaling $526,000 in connection with the acquisition of American Pacific Bank. 12
Amortization expense for the net core deposit intangible at June 30, 2005 is estimated to be as follows (in thousands): Year Ending March 31, ------------------- 2006 $ 160 2007 184 2008 155 2009 131 2010 111 After 2010 314 ------ Total $1,055 ====== 13. BORROWINGS Borrowings are summarized as follows (in thousands): At June 30, 2005 At March 31, 2005 ---------------- ----------------- Federal Home Loan Bank advances $58,904 $40,000 Weighted average interest rate: 4.33% 5.05% Borrowings have the following maturities at June 30, 2005 (in thousands): Year Ending March 31, -------------------- 2006 $ 25,904 2007 28,000 2008 5,000 -------- Total $ 58,904 ======== 14. NEW ACCOUNTING PRONOUNCEMENTS For the quarter ended June 30, 2005, there were no new accounting pronouncements that will have a significant impact on the Company's financial statements. For a discussion of recent accounting pronouncements and their impact on the Company, see Note 1 of the Notes to Consolidated Financial Statement included in the Company's Annual Report on Form 10-K for the year ended March 31, 2005. 15. COMMITMENTS AND CONTINGENCIES Off-balance sheet arrangements. 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, commercial and consumer loans, and 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. Because some commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments. Commitments to extend credit are conditional and are honored for up to 45 days subject to the Company's usual terms and conditions. Collateral is not required to support commitments. The allowance for unfunded loan commitments was $329,000 at June 30, 2005. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily used to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies and is required in instances where the Bank deems necessary. 13
The following is a summary of commitments and contingent liabilities with off-balance sheet risk as of June 30, 2005: Contract or Notional (In Thousands) Amount - -------------- ------------ Commitments to originate loans: Adjustable-rate $ 52,715 Fixed-rate 2,398 Standby letters of credit 1,872 Undisbursed loan funds, and unused lines of credit 168,403 ----------- Total $ 225,388 =========== At June 30, 2005, the Company had firm commitments to sell $159,000 of residential loans to FHLMC. These agreements are short-term, fixed-rate commitments and no material gain or loss is likely. Other Contractual Obligations. In connection with certain asset sales, the Bank typically makes representations and warranties about the underlying assets conforming to specified guidelines. If the underlying assets do not conform to the specifications, the Bank may have an obligation to repurchase the assets or indemnify the purchaser against loss. As of June 30, 2005, loans under warranty totaled $118.7 million, which substantially represents the unpaid principal balance of the Company's loans serviced for others portfolio. The Bank believes that the potential for loss under these arrangements is remote. Accordingly, no contingent liability is recorded in the financial statements. At June 30, 2005, scheduled maturities of certificates of deposit, FHLB advances and future minimum operating lease commitments were as follows (in thousands): Within 1-3 4-5 Over Total 1 year Years Years 5 Years Balance ------- ------- ------- ------- -------- Certificates of deposit $113,734 $50,749 $28,408 $ 5,513 $198,404 FHLB advances 45,904 13,000 - - 58,904 Operating leases 1,158 2,277 2,035 1,745 7,215 -------- ------- ------- ------- -------- Total other contractual obligations $160,796 $66,026 $30,443 $ 7,258 $264,523 ======== ======= ======= ======= ======== Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - ------------------------------------------------------------------------------ Management's Discussion and Analysis and other portions of this report contain certain forward-looking statements concerning the future operations of the Company. Management 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 the Company of the protections of the safe harbor with respect to all forward-looking statements contained in this Quarterly Report. The Company has used forward-looking statements to describe future plans and strategies, including its expectations of future financial results. Management's ability to predict results or the effect of future plans or strategies is inherently uncertain. Factors which could affect actual results include interest rate trends, the general economic climate in the Company's market area and the country as a whole, the ability of the Company to control costs and expenses, deposit flows, demand for mortgages and other loans, real estate values and vacancy rates, the ability of the Company to efficiently incorporate acquisitions into its operations, competition, 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. The Company undertakes no obligation to publish revised forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date hereof. Critical Accounting Policies The Company has established various accounting policies that govern the application of accounting principles generally accepted in the United States of America ("GAAP") in the preparation of the Company's Consolidated Financial Statements. The Company has identified four policies that, as a result of judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Company's Consolidated Financial Statements. These policies relate to the methodology for the determination of the allowance for loan losses, the impairment of goodwill, the valuation of mortgage servicing rights and the impairment of investments. These policies and the judgments, estimates and assumptions are described in greater detail in subsequent sections of Management's Discussion and Analysis and in the notes to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended March 31, 2005. Management believes that the judgments, estimates and 14
assumptions used in the preparation of the Company's Consolidated Financial Statements are appropriate given the factual circumstances at the time. However, given the sensitivity of the Company's Consolidated Financial Statements to these critical accounting policies, the use of other judgments, estimates and assumptions could result in material differences in the Company's results of operations or financial condition. Allowance for Loan Losses - ------------------------- The allowance for loan losses is maintained at a level sufficient to provide for probable loan losses based on evaluating known and inherent risks in the loan portfolio. The allowance is provided based upon management's continuing analysis of the pertinent factors underlying the quality of the loan portfolio. These factors include changes in the size and composition of the loan portfolio, actual loan loss experience, current economic conditions, and detailed analysis of individual loans for which full collectibility may not be assured. The detailed analysis includes techniques to estimate the fair value of loan collateral and the existence of potential alternative sources of repayment. The appropriate allowance level is estimated based upon factors and trends identified by management at the time the consolidated financial statements are prepared. Goodwill - -------- Goodwill is initially recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill is presumed to have an indefinite useful life and is tested, at least annually, for impairment at the reporting unit level. Management performs an annual review in the fourth quarter of each year, or more frequently if indicators of potential impairment exist, to determine if the recorded goodwill is impaired. This impairment review process compares the fair value of the Bank to its carrying value, including the goodwill related to the Bank. If the fair value exceeds the carrying value, goodwill of the Bank unit is not considered impaired and no additional analysis is necessary. As of June 30, 2005, there have been no events or changes in circumstances that would indicate a potential impairment. Mortgage Servicing Rights - ------------------------- The Company stratifies its MSRs based on the predominant characteristics of the underlying financial assets, including coupon interest rate and contractual maturity of the mortgage. An estimated fair value of MSRs is determined quarterly using a discounted cash flow model. The model estimates the present value of the future net cash flows of the servicing portfolio based on various factors, such as servicing costs, servicing income, expected prepayment speeds, discount rate, loan maturity and interest rate. The effect of changes in market interest rates on estimated rates of loan prepayments represents the predominant risk characteristic underlying the MSRs portfolio. The Company's methodology for estimating the fair value of MSRs is highly sensitive to changes in assumptions. For example, the determination of fair value uses anticipated prepayment speeds. Actual prepayment experience may differ and any difference may have a material effect on the fair value. Thus, any measurement of fair value of MSRs is limited by the existing conditions and assumptions made as of the date of analysis. Those assumptions may not be appropriate if they are applied to a different time. Future expected net cash flows from servicing a loan in the servicing portfolio would not be realized if the loan were paid off earlier than anticipated. Moreover, because most loans within the servicing portfolio do not contain penalty provisions for early payoff, the Company will not receive a corresponding economic benefit if the loan pays off earlier than expected. MSRs are the discounted present value of the future net cash flows projected from the servicing portfolio. Accordingly, prepayment risk subjects the Company's MSRs to impairment. Impairment of MSRs is recorded in the amount that the estimated fair value is less than the carrying value of the MSRs on a strata by strata basis. Investment Valuation - -------------------- The Company's determination of impairment for various types of investments accounted for in accordance with Statement of Financial Accounting Standards ("SFAS") No. 115, Accounting for Certain Investments in Debt and Equity is predicated on the notion of other-than-temporary. The key indicator that an investment may be impaired is that the fair value of the investment is less than its carrying value. Each reporting period, the Company reviews those investments for which the fair value is less than the carrying value. The review includes determining whether certain indicators demonstrate that the fair value of the investment has been negatively impacted. These indicators include deteriorating financial condition, regulatory, economic or technological changes, downgrade by a rating agency and length of time the fair value has been less than carrying value. If any indicators of impairment are present, management determines the fair value of the investment and compares this to its carrying value. If the fair value of the investment is less than the carrying value of the investment, the investment is considered impaired and a determination must be made as to whether the impairment is other-than-temporary. 15
Securities held to maturity are carried at cost, adjusted for amortization of premiums and accretion of discounts, which are recognized in interest income using the interest method. If the cost basis of these securities is determined to be other-than-temporary impaired, the amount of the impairment is charged to operations. Securities available for sale are carried at fair value. Premiums and discounts are amortized using the interest method over the remaining period to contractual maturity. Unrealized holding gains and losses, or valuation allowances established for net unrealized losses, are excluded from earnings and reported as a separate component of shareholders' equity as accumulated other comprehensive income (loss), net of income taxes, unless the security is deemed other-than- temporary impaired. If the security is determined to be other-than-temporary impaired, the amount of the impairment is charged to operations. The Company's underlying principle in determining whether an impairment is other-than-temporary is that an impairment shall be deemed other-than-temporary unless positive evidence indicating that the investment's carrying value is recoverable within a reasonable period of time outweighs negative evidence to the contrary. Evidence that is objectively determinable and verifiable is given greater weight than evidence that is subjective and or not verifiable. Evidence based on future events will generally be less objective as it is based on future expectations and therefore is generally less verifiable or not verifiable at all. Factors considered in evaluating whether a decline in value is other-than-temporary include (1) the length of time and the extent to which the fair value has been less than amortized cost, (2) the financial condition and near-term prospects of the issuer and (3) the Company's intent and ability to retain the investment for a period of time. In situations in which the security's fair value is below amortized cost but it continues to be probable that all contractual terms of the security will be satisfied, and that the decline is due solely to changes in interest rates (not because of increased credit risk), and the Company asserts that it has positive intent and ability to hold that security to maturity, no other-than-temporary impairment is recognized. General The Company is a progressive community-oriented financial institution which emphasizes local, personal service to residents of its primary market area. The Company considers Clark, Cowlitz, Klickitat and Skamania counties of Washington along with Multnomah and Marion counties of Oregon as its primary market area. The Company is engaged primarily in the business of attracting deposits from the general public and using these funds in its primary market area to originate mortgage loans secured by commercial real estate, one to four-family residential real estate, multi-family, commercial construction, and non-mortgage loans providing financing for business commercial ("commercial") and consumer purposes. Commercial real estate loans and commercial loans have grown from 18.70% and 7.64% of the loan portfolio, respectively, at March 31, 2001 to 60.9% and 11.8%, respectively, at June 30, 2005. The Company continues to change the composition of its loan portfolio and the deposit base as part of its transition to commercial banking. The Company's strategic plan includes targeting the commercial banking customer base in its primary market area, specifically small and medium size businesses, professionals and wealth building individuals. In pursuit of these goals, the Company emphasizes controlled growth and the diversification of its loan portfolio to include a higher portion of commercial and commercial real estate loans. A related goal is to increase the proportion of personal and business checking account deposits used to fund these new loans. Significant portions of these new loan products carry adjustable rates, higher yields or shorter terms and higher credit risk than traditional fixed-rate mortgages. The strategic plan stresses increased emphasis on non-interest income, including asset management fees and deposit service charges. The strategic plan is designed to enhance earnings, reduce interest rate risk and provide a more complete range of financial services to customers and the local communities the Company serves. The Company is well positioned to attract new customers and to increase its market share given that the administrative headquarters and nine of its 16 branches are located in Clark County, the fastest growing county in the State of Washington according to the U.S. Census Bureau. The Company's acquisition of American Pacific Bank in Oregon positions it for growth in the vibrant Portland market as well. In order to support its strategy of growth without compromising local, personal service to customers and its commitment to asset quality, the Company has made significant investments in experienced branch, lending, asset management and support personnel and has incurred significant costs in facility expansion. The Company's efficiency ratios reflect this investment and will remain relatively high by industry standards for the foreseeable future due to the emphasis on growth and local, personal service. Control of non-interest expenses remains a high priority for the Company's management. The Company continuously reviews new products and services to give its customers more financial options. With an emphasis on growth of non-interest income and control of non-interest expense, all new technology and services are reviewed for business development and cost saving purposes. In-house processing of checks and check imaging has supported the Bank's increased service to customers and at the same time has increased efficiency. The Company 16
continues to experience growth in customer use of online banking services. Customers are able to conduct a full range of services on a real-time basis, including balance inquiries, transfers and electronic bill paying. This online service has also enhanced the delivery of cash management services to commercial customers. The internet banking web site is www.riverviewbank.com. Market Area With its home office and six branches in Vancouver, Washington and branch offices in Camas, Washougal, Stevenson, White Salmon, Battle Ground, Goldendale and Longview, the Company continues to provide local, personal service to its customers in Southwest Washington. The acquisition of American Pacific Bank in April 2005 resulted in three offices in Oregon, two in the Portland metropolitan area and one in Aumsville. The market area for lending and deposit taking activities encompasses Clark, Cowlitz, Skamania and Klickitat Counties throughout the Columbia River Gorge area of Washington, and Multnomah and Marion Counties in Oregon. The Company operates a trust and financial services company, RAM Corp., located in downtown Vancouver. Riverview Mortgage, a mortgage broker division of the Company, originates mortgage (including construction) loans for various mortgage companies in the Portland metropolitan area, as well as for the Company. Commercial and business banking services are offered by the Business and Professional Banking Division located at both the downtown Vancouver and Portland branch. Vancouver, located in Clark County, is north of Portland, Oregon. Several large employers including Sharp Microelectronics, Hewlett Packard, Georgia Pacific, Underwriters Laboratory and Wafer Tech are located in Northern Oregon and Southwestern Washington. Major employers in Portland include Intel Corp., Providence Health System, Fred Meyer, Legacy Health System and Kaiser Permanente. In addition to the expanding industry base, the Columbia River Gorge is a popular tourist destination, generating revenue for all the communities within the area. As a result, the area's economy has become less dependent on the timber industry. Comparison of Financial Condition at June 30, 2005 and March 31, 2005 At June 30, 2005, the Company had total assets of $737.5 million, compared with $572.6 million at March 31, 2005. The increase in total assets was primarily due to the $128 million in assets acquired in the American Pacific Bank transaction. The balance of the increase was due to organic growth in the loan portfolio and to goodwill recorded in APB transaction. Cash, including interest-earning accounts, totaled $74.5 million at June 30, 2005, compared to $61.7 million at March 31, 2005. Cash used net of cash acquired in the April 2005 acquisition of American Pacific Bank was $14.7 million. Loans held for sale totaled $159,000 at June 30, 2005, compared to $510,000 at March 31, 2005. The balance of loans held for sale can vary significantly from period to period reflecting the interest rate environment, loan demand by borrowers, and loan origination for sale by mortgage brokers versus loan origination for the Company's loan portfolio. The Company originates fixed-rate residential loans for sale in the secondary market and retains the related loan servicing rights. Selling fixed interest rate mortgage loans allows the Company to reduce the interest rate risk associated with long term, fixed interest rate products. It also frees up funds to make new loans and diversify the loan portfolio. The Company continues to service the loans it sells, maintaining the customer relationship and generating ongoing non-interest income. Loans receivable, net, totaled $561.0 million at June 30, 2005, compared to $429.4 million at March 31, 2005, an increase of $131.6 million. This increase was largely due to the acquisition of $119.5 million in loans in the American Pacific Bank transaction. Commercial real estate loans increased $112.2 million, due primarily to American Pacific Bank loans. A substantial portion of the Company's loan portfolio is secured by real estate, either as primary or secondary collateral, located in its primary market areas. Investment securities available-for-sale totaled $24.1 million at June 30, 2005, compared to $22.9 million at March 31, 2005. Investments of $1.4 million were acquired as a result of the American Pacific Bank transaction. 17
Mortgage-backed securities available-for-sale totaled $10.8 million at June 30, 2005, compared to $11.6 million at March 31, 2005. Prepaid expenses and other assets were $2.2 million at June 30, 2005, compared to $1.5 million at March 31, 2005. The $628,000 increase is due primarily to two-year non-compete agreements entered into with executives of American Pacific Bank. FHLB stock totaled $7.4 million at June 30, 2005. This reflects an increase of $1.2 million as a result of the acquisition of American Pacific Bank. Premises and equipment, net totaled $9.3 million at June 30, 2005 compared to $8.4 million at March 31, 2005. Fixed assets of $1.1 million were acquired from American Pacific Bank. Goodwill increased from $9.3 million at March 31, 2005 to $26.4 million at June 30, 2005, an increase of $17.1 million. The increase in goodwill arose as a result of the American Pacific Bank acquisition. As of June 30, 2005, there have been no events or changes in circumstances that would indicate a potential impairment. Core deposit intangible increased $526,000 due to the American Pacific Bank transaction, offset by amortization of $49,000, for a balance of $1.1 million at June 30, 2005. Bank owned life insurance increased to $12.7 million at June 30, 2005, from $12.6 million at March 31, 2005, reflecting an increase in cash surrender value of the policies. Deposit accounts totaled $582.8 million at June 30, 2005, compared to $456.9 million at March 31, 2005. The increase is a combination of $79.7 million in deposits acquired in the American Pacific Bank transaction, and organic growth. The average outstanding balance of checking accounts and money market accounts ("transaction accounts") increased to $340.8 million for the quarter ended June 30, 2005, compared to $289.1 million for the quarter ended March 31, 2005. Transaction accounts represented 64.8% and 66.9% of average total outstanding balance of deposits for the quarters ended June 30, 2005 and March 31, 2005, respectively. The average outstanding balance of certificates of deposit increased $42.2 million to $185.3 million, compared to $143.1 million for the quarter ended March 31, 2005. All categories of deposits reflect increases as a result of the American Pacific Bank acquisition. FHLB advances totaled $58.9 million at June 30, 2005 and $40.0 million at March 31, 2005. The $18.9 million increase was the net effect of $29.9 million in advances acquired in the American Pacific Bank transaction, offset by repayments of $11.0 million. Shareholders' Equity and Capital Resources Shareholders' equity increased $17.9 million to $87.4 million at June 30, 2005 from $69.5 million at March 31, 2005. The increase was primarily a result of the $16.7 million of common stock issued in the APB acquisition. An increase in equity of $1.8 million due to earnings for the quarter was partially offset by cash dividends paid to shareholders of $958,000. Exercise of stock options, earned ESOP shares and the tax effect of SFAS No. 115 adjustment to securities comprised the remaining $300,000 increase The Bank is subject to various regulatory capital requirements administered by the Office of Thrift Supervision ("OTS"). 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 Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities and certain off-balance sheet items as calculated in accordance with regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk, weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total capital to risk-weighted assets, Tier I capital to risk- weighted assets, core capital to total assets and tangible capital to tangible assets (set forth in the table below). Management believes the Bank meets all capital adequacy requirements to which it is subject as of June 30, 2005. As of June 30, 2005, the most recent notification from the OTS categorized the Bank as "well capitalized" under the regulatory framework for prompt corrective action. To be categorized as "well capitalized," the Bank must maintain 18
minimum total capital and Tier I capital to risk-weighted assets, core capital to total assets and tangible capital to tangible assets (set forth in the table below). There are no conditions or events since that notification that management believes have changed the Bank's category. The Bank's actual and required minimum capital amounts and ratios are presented in the following table (dollars in thousands): Categorized as "Well Capitalized" Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provision ----------------------------------------------------------- Amount Ratio Amount Ratio Amount Ratio ------ ----- ------ ----- ------ ----- June 30, 2005 Total Capital: (To Risk-Weighted Assets) $63,616 10.62% $47,923 8.0% $59,904 10.0% Tier I Capital: (To Risk-Weighted Assets) 57,090 9.53 23,961 4.0 35,942 6.0 Tier I Capital: (To Adjusted Tangible Assets) 57,090 8.08 21,206 3.0 35,344 5.0 Tangible Capital: (To Tangible Assets) 57,090 8.08 10,603 1.5 N/A N/A Categorized as "Well Capitalized" Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provision ----------------------------------------------------------- Amount Ratio Amount Ratio Amount Ratio ------ ----- ------ ----- ------ ----- March 31, 2005 Total Capital: (To Risk Weighted Assets) $57,397 12.37% $37,116 8.0% $46,396 10.0% Tier I Capital: (To Risk Weighted Assets) 53,002 11.42 18,558 4.0 27,837 6.0 Tier I Capital: (To Adjusted Tangible Assets) 53,002 9.54 16,664 3.0 27,773 5.0 Tangible Capital: (To Tangible Assets) 53,002 9.54 8,332 1.5 N/A N/A The following table is a reconciliation of the Bank's capital, calculated according to generally accepted accounting principles to regulatory tangible and risk-based capital at June 30, 2005 (in thousands): Equity $ 84,640 Net unrealized securities loss 48 Goodwill and other intangibles (27,552) Servicing asset (46) --------- Tangible capital 57,090 General valuation allowance 6,526 --------- Total capital $ 63,616 ========= Liquidity The Bank's primary sources of funds are customer deposits, proceeds from principal and interest payments on loans, proceeds from the sale of loans, maturing securities and FHLB advances. While maturities and scheduled 19
amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. The Bank must maintain an adequate level of liquidity to ensure the availability of sufficient funds to fund loan originations and deposit withdrawals, satisfy other financial commitments and take advantage of investment opportunities. The Bank generally maintains sufficient cash and short-term investments to meet short-term liquidity needs. At June 30, 2005, cash totaled $74.5 million, or 10.1%, of total assets. The Bank has a line of credit with the FHLB of Seattle in the amount of 30% of total assets to the extent the Bank provides qualifying collateral and holds sufficient FHLB stock. At June 30, 2005, the Bank had $58.9 million in outstanding advances from the FHLB of Seattle under an available credit facility of $220.2 million, limited to available collateral. The Bank also had a $10.0 million line of credit available from Pacific Coast Bankers Bank and a $5.0 million borrowing capability at the Federal Reserve discount window at June 30, 2005. The Bank had no borrowings outstanding under either of these credit arrangements at June 30, 2005. Sources of capital and liquidity for the Company on a stand-alone basis include distributions from the Bank and the issuance of debt or equity. Dividends and other capital distributions from the Bank are subject to regulatory restrictions. Off-Balance Sheet Arrangements and Other Contractual Obligations Through the normal course of operations, the Company enters into certain contractual obligations and other commitments. Obligations generally relate to funding of operations through deposits and borrowings as well as leases for premises. Commitments generally relate to lending operations. The Company has obligations under long-term operating leases, principally for building space and land. Lease terms generally cover a five-year period, with options to extend, and are non-cancelable. The Company has commitments to originate fixed and variable rate mortgage loans to customers. Because some commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Undisbursed loan funds and unused lines of credit include funds not disbursed, but committed to construction projects and home equity and commercial lines of credit. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. For further information regarding the Company's off-balance sheet arrangements and other contractual obligations, see Note 15 of the Notes to Consolidated Financial Statements. Asset Quality The allowance for loan losses was $6.5 million at June 30, 2005 and $4.4 million at March 31, 2005. Management believes the allowance for loan losses at June 30, 2005 is adequate to cover probable credit losses existing in the loan portfolio 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 and data, current 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. Commercial loans are considered to involve a higher degree of credit risk than one to four-family residential loans, and tend to be more vulnerable to adverse conditions in the real estate market and deteriorating economic conditions. Non-performing assets were $2.4 million, or 0.33% of total assets at June 30, 2005, compared with $726,000 or 0.13% of total assets at March 31, 2005. At June 30, 2005 the APB acquisition had no impact on the $2.4 million of non- performing assets. The $1.9 million balance of non-accrual loans is composed of one residential construction loan, two commercial real estate loans, one land loan, two consumer loans, and nine commercial loans. The following table sets forth information regarding the Company's non-performing assets. June 30, 2005 March 31, 2005 ------------- --------------- (dollars in thousands) Loans accounted for on a nonaccrual basis: Residential real estate $ 280 $ - Commercial real estate 391 198 Land 43 - Commercial 1,033 97 Consumer 176 161 -------- -------- Total 1,923 456 -------- -------- Accruing loans which are contractually past due 90 days or more 497 - -------- -------- 20
Total of nonaccrual and 90 days past due loans 2,420 456 Real estate owned (net) - 270 -------- --------- Total non-performing assets $ 2,420 $ 726 ======== ========= Total loans delinquent 90 days or more to net loans 0.43% 0.10% Total loans delinquent 90 days or more to total assets 0.33 0.08 Total non-performing assets to total assets 0.33 0.13 Comparison of Operating Results for the Three Months Ended June 30, 2005 and 2004 Financial Highlights. Net income for the three months ended June 30, 2005 was $1.8 million, or $0.33 per basic share ($0.33 per diluted share), compared to net income of $2.2 million, or $0.46 per basic share ($0.45 per diluted share) for the three months ended June 30, 2004. Net interest income after provision for loan losses increased $1.2 million compared to the same quarter last year. Non-interest income increased in the categories of fees and service charges and asset management fees. The prior year quarter included an $828,000 pre-tax gain on the sale and leaseback of the Company's Camas branch and operations center. The Company's operating results also reflect a $1.3 million increase in other non-interest expenses due to the acquisition of APB in April 2005. Excluding the $828,000 pre-tax gain on the sale of the branch, net income for the three months ended June 30, 2004 was $1.7 million, or $0.34 per basic share and diluted share. The annualized return on average assets was 1.09% for the three months ended June 30, 2005, compared to 1.74% for the three months ended June 30, 2004. For the same periods, the annualized return on average common equity was 8.89% compared to 13.32%. The efficiency ratio (excluding intangible asset amortization), which is defined as the percentage of non-interest expenses to total revenue, was 64.77% for the first quarter of fiscal 2006 as compared to 57.54% for the three months ended June 30, 2004. Net Interest Income. The Company's profitability depends primarily on its net interest income, which is the difference between the income it receives on interest-earning assets and its cost of funds, which consists of interest paid on deposits and borrowings. Net interest income is also affected by the relative amounts of interest-earning assets and interest- bearing liabilities. When interest-earning assets equal or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income. The level of non-interest income and expenses also affects the Company's profitability. Non-interest income includes deposit service fees, income associated with the origination and sale of mortgage loans, brokering loans, loan servicing fees, income from real estate owned, net gains on sales of assets, bank- owned life insurance income and asset management fee income. Non-interest expenses include compensation and benefits, occupancy and equipment expenses, deposit insurance premiums, data servicing expenses and other operating costs. The Company's results of operations are also significantly affected by general economic and competitive conditions, particularly changes in market interest rates, government legislation and regulation, and monetary and fiscal policies. Net interest income for the three months ended June 30, 2005 was $7.1 million, representing a $1.5 million, or 27.8% increase, compared to the same prior year period. Average interest earning assets increased 32.9% due to organic growth and as a result of the American Pacific Bank acquisition. The increase in interest-earning assets was accompanied by a 34.6% increase in average balances of interest-bearing liabilities to $505.6 million. Growth in interest bearing deposits came from natural growth and deposits acquired from American Pacific Bank. Average interest-earning assets to average interest-bearing liabilities totaled 120.4% for the three-month period ended June 30, 2005 compared to 122.0% in the same prior year period. Interest Income. Interest income totaled $10.2 million and $7.1 million, for the three months ended June 30, 2005 and 2004, respectively. This improvement was related to a $151.0 million or 32.9% increase in the average balance 21
of interest-earning assets to $609.0 million. The American Pacific Bank acquisition resulted in an increase of $120.0 million in interest-earning assets (see Note 3 of the Notes to Consolidated Financial Statements). The yield on interest-earning assets was 6.76% for the three months ended June 30, 2005 compared to 6.25% for the same three months ended June 30, 2004. During the past year, the Federal Reserve Board has increased federal funds interest rates nine times, resulting in improved yields on both loans and investments. Riverview did not receive a dividend on FHLB of Seattle stock during the quarter ended June 30, 2005 compared to dividends of $44,000 during the same quarter a year ago. The FHLB of Seattle has been operating under a regulatory directive since May 2005 and it has announced that all future dividends will be suspended until its financial position and performance improves. Interest Expense. Interest expense was $3.1 million for the three months ended June 30, 2005, compared to $1.5 million for the same period in 2004. Average interest-bearing liabilities increased $130.0 million to $505.6 million for the three months ended June 30, 2005 compared to $375.6 million for the same prior year period. This increase includes the effect of $72.0 million in interest bearing deposits acquired from APB. The change in interest expense reflects the higher rates of interest paid on deposits and FHLB borrowings due to Federal Reserve Board federal funds rate increases during the last year. The weighted average interest rate on total deposits increased to 2.21% for the three months ended June 30, 2005 from 1.25% for the same period in the prior year. The weighted average cost of FHLB borrowings decreased to 4.61% for the three months June 30, 2005 from 4.84% for same period in the prior year. An additional $29.9 million in FHLB borrowings was acquired from American Pacific Bank. The following table sets forth, for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, resultant yields, interest rate spread, ratio of interest-earning assets to interest-bearing liabilities and net interest margin. 22
Quarter Ended June 30, --------------------------------------------------------- 2005 2004 --------------------------- --------------------------- Interest Interest Average and Yield/ Average and Yield/ Balance Dividends Cost Balance Dividends Cost ------- --------- ------ ------- --------- ------ (Dollars in thousands) Interest-earning assets: Mortgage loans $434,753 $ 8,009 7.39% $300,583 $ 5,345 7.13% Non-mortgage loans 98,269 1,588 6.48 89,143 1,281 5.76 -------- ----- ----- -------- ------ ----- Total net loans(1) 533,022 9,597 7.22 389,726 6,626 6.82 Mortgage-backed securities (2) 13,630 145 4.27 16,184 160 3.97 Investment securities (2) 23,884 290 4.87 32,739 278 3.41 Daily interest- bearing assets 31,379 225 2.88 13,695 31 0.91 Other earning assets 7,058 - 0.00 6,034 44 2.92 -------- ----- ----- -------- ------ ----- Total interest- earning assets 608,973 10,257 6.76 458,378 7,139 6.25 Non-interest-earning assets: Office properties and equipment, net 8,691 9,652 Other non-interest- earning assets 54,500 39,783 -------- -------- Total assets $672,164 $507,813 ======== ======== Interest-bearing liabilities: Regular savings accounts $ 37,713 51 0.54 $ 29,866 41 0.55 NOW accounts 124,369 402 1.30 105,131 197 0.75 Money market accounts 101,139 547 2.17 69,013 164 0.95 Certificates of deposit 185,308 1,471 3.18 130,484 641 1.97 -------- ----- ----- -------- ------ ----- Total deposits 448,529 2,471 2.21 334,494 1,043 1.25 Other interest- bearing liabilities 57,052 656 4.61 41,100 496 4.84 -------- ----- ----- -------- ------ ----- Total interest- bearing liabilities 505,581 3,127 2.48 375,594 1,539 1.64 Non-interest-bearing liabilities: Non-interest-bearing deposits 77,587 60,657 Other liabilities 6,867 5,342 -------- -------- Total liabilities 590,035 441,593 Shareholders' equity 82,129 66,220 -------- -------- Total liabilities and shareholders' equity $672,164 $507,813 ======== ======== Net interest income $ 7,130 $ 5,600 ======= ======= Interest rate spread 4.28% 4.61% ====== ====== Net interest margin 4.70% 4.90% ====== ====== Ratio of average interest-earning assets to average interest-bearing liabilities 120.45% 122.04% ====== ====== Tax Equivalent Adjustment (3) $ 32 $ 46 ======= ======== (1) Includes non-accrual loans. (2) For purposes of the computation of average yield on investments available for sale, historical cost balances were utilized; therefore, the yield information does not give effect to changes in fair value that are reflected as a component of shareholders' equity. (3) Tax-equivalent adjustment relates to non-taxable investment interest income and preferred equity securities dividend income. The federal statutory tax rate was 35% and 34% for the three months ended June 30, 2005 and 2004, respectively. 23
The following table sets forth the effects of changing rates and volumes on net interest income of the Company for the quarter ended June 30, 2005. Variances that were immaterial have been allocated based upon the percentage relationship of changes in volume and changes in rate to the total net change. Three Months Ended June 30, ---------------------------------- 2005 vs 2004 ---------------------------------- Increase (Decrease) Due to ------------------- Total Increase Volume Rate (Decrease) ------ ------- ---------- (In thousands) Interest Income: Mortgage loans $ 2,464 $ 200 $ 2,664 Non-mortgage loans 138 169 307 Mortgage-backed securities (26) 11 (15) Investment securities (1) (87) 99 12 Daily interest-bearing 73 121 194 Other earning assets 6 (50) (44) ------- ------ ------- Total interest income 2,568 550 3,118 ------- ------ ------- Interest Expense: Regular savings accounts 11 (1) 10 NOW accounts 40 165 205 Money market accounts 102 281 383 Certificates of deposit 337 493 830 Other interest-bearing liabilities 185 (25) 160 ------- ------ ------- Total interest expense 675 913 1,588 ------- ------ ------- Net interest income (1) $ 1,893 $ (363) $ 1,530 ======= ====== ======= (1) Taxable equivalent Provision for Loan Losses. The provision for loan losses for the three months ended June 30, 2005 was $450,000, compared to $140,000 for the same period in the prior year. Net charge-offs for the current period were $207,000, compared to $132,000 for the same period last year. The ratio of allowance for loan losses to total net loans was 1.15% at June 30, 2005, compared to 1.16% at June 30, 2004. The acquisition of American Pacific Bank added $1.9 million to the allowance for loan losses. Annualized net charge-offs to average net loans for the three-month period ended June 30, 2005 totaled to 0.16% compared to 0.14% for the same period in the prior year. During the quarter ended June 30, 2005, management evaluated known and inherent risks in the loan portfolio and concluded there was increased credit risk in the commercial real estate loan portfolio. Based on the analysis, changes were made in the estimation, assumptions and allocation of the allowance for loan losses. The estimated commercial real estate loan loss rate was increased by 0.125% to 0.813% to cover the probable losses inherent in the commercial real estate loan portfolio. Management considered the allowance for loan losses at June 30, 2005 to be adequate to cover probable losses inherent in the loan portfolio based on the assessment of various factors affecting the loan portfolio. Non-Interest Income. Non-interest income decreased $453,000 or 17.2% for the quarter ended June 30, 2005 to $2.2 million compared to $2.6 million for the quarter ended June 30, 2004. In the prior year quarter, an $828,000 pre-tax gain on the sale and leaseback of the Camas branch and operations center facility significantly increased non-interest income. The decrease from prior year due to the gain on sale was partially offset by increases in fees and service charges for the quarter ended June 30, 2005 of $316,000. Asset management fees from fiduciary services also increased, by $92,000. Asset management services income was $364,000 for the quarter ended June 30, 2005, compared to $272,000 for the quarter ended June 30, 2004. RAM Corp. had $202.0 million in total assets under management at June 30, 2005, compared to $141.5 million at June 30, 2004. In the current quarter a greater portion of the mortgage refinance activity was in brokered mortgage loans which resulted in gains on the sale of loans decreasing $49,000 for the quarter ended June 30, 2005 to $126,000 compared to $175,000 for the quarter ended June 30, 2004. Loan servicing income for the quarter ended June 30, 2005 includes 24
a $10,000 write-up to the market value of mortgage servicing rights as compared to a $16,000 write-up in market value of mortgage servicing rights for the same prior year period. For the same periods, loan-servicing income also included amortization of mortgage servicing rights of $61,000 and $79,000, respectively. The decrease in amortization is due to the reduction of early payoffs of loans sold with servicing retained. Non-Interest Expense. Non-interest expense increased $1.3 million, or 26.2%, to $6.1 million for the three-month period ended June 30, 2005, compared to $4.8 million for the three months ended June 30, 2004. One measure of a bank's ability to contain non-interest expense is the efficiency ratio, which is calculated by dividing total non-interest expense (less intangible asset amortization) by the sum of net interest income plus non-interest income (less intangible asset amortization and lower of cost or market adjustments). The Company's efficiency ratio excluding intangible asset amortization and lower cost or market adjustments was 64.77% for the three months ended June 30, 2005, compared to 57.54% for the same period in the prior year. Excluding the gain on the sale and leaseback of the Company's Camas branch, the efficiency ratio for the three months ended June 20, 2004 was 63.95%. The principal component of the Company's non-interest expense is salaries and employee benefits. For the three months ended June 30, 2005, salaries and employee benefits, which include mortgage broker commission compensation, was $3.4 million, a 28.5% increase over the three months ended June 30, 2004 total of $2.6 million. The majority of the increase is due to the acquisition of American Pacific Bank on April 23, 2005 which added several commercial lenders and branch personnel. This acquisition also contributed to increases in occupancy and depreciation, data processing, telecommunication and other expense. The acquisition of American Pacific Bank and its $79.7 million in deposits created a $526,000 core deposit intangible ("CDI"), representing the excess of cost over fair market value of acquired deposits. The acquisition of Today's Bank in July 2003 created CDI of $820,000. CDI resulting from a 1995 acquisition was fully amortized during the three months ended June 30, 2004. CDI is amortized over a ten-year life using an accelerated amortization method. The amortization expense was $49,000 for the three months ended June 30, 2005 compared to $82,000 for the prior year period. Other non-interest expense for the three months ended June 30, 2005 was $673,000, a 41.1% increase over the $477,000 for the three months ended June 30, 2004. The majority of the increase over the prior period was due to the acquisition of American Pacific Bank, including amortization expense related to non-compete agreements of $47,000. Increases in printing costs, office supplies, demand account supplies, postage and courier and bank service charges were also attributable to the acquisition. The Bank also recorded $60,000 in deconversion expense related to American Pacific Bank's credit card portfolio which the Bank plans to sell in the second quarter of fiscal year 2006. The prior year quarter included a loss of $107,000 to write off the remaining net book value of the leasehold improvements related to a Today's Bank branch, and a $25,000 write down of other real estate owned to its net realizable value. Provision for Income Taxes. Provision for income taxes was $918,000 for the three months ended June 30, 2005, compared to $1.0 million for the three months ended June 30, 2004. The effective tax rate for three months ended June 30, 2005 was 33.0% compared to 31.8% for the three months ended June 30, 2004. The effective tax rate increased from prior quarter primarily as a result of state income taxes related to Oregon operations. The Bank has three branches in Oregon as a result of acquiring American Pacific Bank. The Company's overall effective tax rate at June 30, 2005 takes into account Oregon apportionment factors for property, payroll and sales. Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company's Asset Liability Committee is responsible for implementing the interest rate risk policy, which sets forth limits established by the Board of Directors of acceptable changes in net interest income, and the portfolio value from changes in interest rates. The OTS defines net portfolio value as the present value of expected cash flows from existing assets minus the present value of expected cash flows from existing liabilities plus the present value of expected cash flows from existing off-balance sheet contracts. The Asset Liability Committee reviews, among other items, economic conditions, the interest rate outlook, the demand for loans, the availability of deposits and borrowings, and the Company's current operating results, liquidity, capital and interest rate exposure. In addition, the Asset Liability Committee monitors asset and liability characteristics on a regular basis and performs analyses to determine the potential impact of various business strategies in controlling interest rate risk and other potential impact of these strategies upon future earnings under various interest rate scenarios. Based on these reviews, the Asset Liability Committee formulates a strategy that is intended to implement the objectives contained in its business plan 25
without exceeding limits set forth in the Company's interest rate risk policy for losses in net interest income and net portfolio value. 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 year ended March 31, 2005. Item 4. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures: An evaluation of the Company's disclosure controls and procedures (as defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934) was carried out under the supervision and with the participation of the Company's Chief Executive Officer, Chief Financial Officer and several other members of the Company's senior management as of the end of the period covered by this report. The Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Securities and Exchange Act of 1934 is (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. (b) Changes in Internal Controls: In the quarter ended June 30, 2005, the Company did not make any significant changes in, nor were any corrective actions required, regarding its internal controls or other factors that could materially affect these controls. The Company intends to continually review and evaluate the design and effectiveness of its disclosure controls and procedures and to improve its controls and procedures over time and to correct any deficiencies that it may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company's business. While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures. 26
RIVERVIEW BANCORP, INC. AND SUBSIDIARY PART II. OTHER INFORMATION Item 1. Legal Proceedings ----------------- The Company is party to litigation arising in the ordinary course of business. In the opinion of management, these actions will not have a material adverse effect, if any, on the Company's financial position, results of operations, or liquidity. Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities ---------------------------------------------------------------------- The following table summarizes the Company's share repurchases for the quarter ended June 30, 2005. Total Number Maximum of Shares Number of Purchased as Shares that Total Part of May Yet Be Number of Average Publicly Purchased Shares Price Paid Announced Under the Period Purchased (1) per Share Program Program(2) ------ ------------- --------- ------- ---------- April 1 - April 30, 2005 - $ - - - May 1 - May 31, 2005 - - - - June 1 - June 30, 2005 - - - - Total - $ - - 133,204 ======= ======= ======= ======= (1) Of these shares, no shares were purchased other than through a publicly announced program. (2) In September 2002, the Company announced a stock repurchase of up to 5%, or 214,000 shares of its outstanding common stock. This program expires when all shares under the plan have been repurchased. On July 21, 2005 the Company announced a stock repurchase of up to 290,248 shares of its outstanding common stock, representing approximately 5% of outstanding shares. Item 3. Defaults Upon Senior Securities ------------------------------- Not applicable Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- None. Item 5. Other Information ----------------- Not applicable Item 6. Exhibits -------- (a) Exhibits: 3.1 Articles of Incorporation of the Registrant (1) 3.2 Bylaws of the Registrant (1) 4 Form of Certificate of Common Stock of the Registrant (1) 10.1 Employment Agreement with Patrick Sheaffer (2) 10.2 Employment Agreement with Ronald A. Wysaske (2) 10.3 Severance Agreement with Karen Nelson (2) 10.4 Severance Agreement with John A. Karas (3) 10.5 Employee Severance Compensation Plan (2) 27
10.6 Employee Stock Ownership Plan (4) 10.7 Management Recognition and Development Plan (5) 10.8 1998 Stock Option Plan (5) 10.9 1993 Stock Option and Incentive Plan (5) 10.10 2003 Stock Option Plan (6) 31.1 Certifications of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act 31.2 Certifications of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act 32 Certifications of the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act (1) Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (Registration No. 333- 30203), and incorporated herein by reference. (2) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, and incorporated herein by reference. (3) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2002, and incorporated herein by reference. (4) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended March 31, 1998, and incorporated herein by reference. (5) Filed on October 23, 1998, as an exhibit to the Registrant's Registration Statement on Form S-8, and incorporated herein by reference. (6) Filed as an exhibit to the Registrant's Definitive Annual Meeting Proxy Statement for the 2003 Annual Meeting of Shareholders, and incorporated herein by reference. 28
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RIVERVIEW BANCORP, INC. By: /s/ Patrick Sheaffer By: /s/ Ron Dobyns ------------------------- ------------------------ Patrick Sheaffer Ron Dobyns Chairman of the Board Senior Vice President Chief Executive Officer (Chief Financial and Accounting (Principal Executive Officer) Officer) Date: August 9, 2005 Date: August 9, 2005 29
Exhibit 31.1 - ------------ Section 302 Certification I, Patrick Sheaffer, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Riverview Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15(d)-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fiscal fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting Date: August 9, 2005 /S/ Patrick Sheaffer ------------------------------ Patrick Sheaffer Chairman and Chief Executive Officer 30
Exhibit 31.2 - ------------ Section 302 Certification I, Ron Dobyns, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Riverview Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and 15(d)-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fiscal fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting Date: August 9, 2005 /S/ Ron Dobyns ---------------------------- Ron Dobyns Chief Financial Officer 31
Exhibit 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF RIVERVIEW BANCORP, INC. PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with this Quarterly Report on Form 10-Q that: 1. the report fully complies with the requirements of sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, and 2. the information contained in the report fairly presents, in all material respects, Riverview Bancorp, Inc's financial condition and results of operations. /S/ Patrick Sheaffer /S/ Ron Dobyns ---------------------- ---------------------- Patrick Sheaffer Ron Dobyns Chief Executive Officer Chief Financial Officer Dated: August 9, 2005 Dated: August 9, 2005 32