SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 5, 2003
Riverview Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Washington 0-22957 91-1838969
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State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
900 Washington Street, Suite 900, Vancouver, Washington 98660
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code) (360) 693-6650
Not Applicable
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(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
99.1 News Release of Riverview Bancorp, Inc. dated May 5, 2003
Item 9. Regulation FD Disclosure
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On May 5, 2003, Riverview Bancorp, Inc. issued its earnings release for
the fiscal year ended March 31, 2003. A copy of the earnings release is
attached hereto as Exhibit 99.1, which is incorporated herein by reference.
The information being furnished under this "Item 9. Regulation FD
Disclosure" is intended to be furnished under "Item 12. Disclosure of Results
of Operations and Financial Condition." The information in this report shall
not be treated as "filed" for purposes of the Securities Exchange Act of 1934
and shall not be incorporated by reference into any registration statement or
other document pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934.
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, hereunto duly authorized.
RIVERVIEW BANCORP, INC.
/s/Ronald Wysaske
DATE: May 5, 2003 By: --------------------------------
Ronald Wysaske
Executive Vice President and Treasurer
Exhibit 99.1
Contacts: Pat Sheaffer, Chairman/C.E.O., 360-693-6650
Ron Wysaske, E.V.P./C.F.O., 360-693-6650
RIVERVIEW BANCORP, INC. FISCAL 2003
NET INTEREST INCOME GROWS 16% TO $18 MILLION
Vancouver, WA May 5, 2003 Riverview Bancorp, Inc. (Nasdaq: RVSB)
today reported strong top-line growth and an expanding margin helped mitigate
a previously announced $1.5 million after tax, or $0.34 per share, non-cash
charge related to the write-down of securities. For the fiscal year ended
March 31, 2003, net income was $4.4 million, or $0.99 per diluted share,
compared to $4.9 million, or $1.06 per diluted share in fiscal 2002. For the
quarter ended March 31, 2003, net income was $21,000, compared to $1.1
million, or $0.23 per diluted share in the fourth fiscal quarter last year.
In April Riverview announced that its floating rate preferred stock of
the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National
Mortgage Association (FNMA) had an other-than-temporary impairment. As a
result, the company incurred a $1.5 million after-tax, non-cash charge.
Excluding the $1.5 million write-down, net income increased 20% from fiscal
2002 to $5.9 million, or $1.32 per diluted share for the year, and for the
fourth quarter net income grew 44% to $1.5 million, or $0.35 per diluted
share, compared to the fourth quarter a year earlier.
"From an operational standpoint, fiscal 2003 has been a record year for
Riverview," said Pat Sheaffer, President and CEO. "We have grown our balance
sheet, improved our net interest margin and we continue to grow our franchise.
In February we announced our plans to acquire Vancouver-based Today's Bancorp.
Our missions are aligned and together we will continue bringing outstanding
customer service, local-decision making and a broad range of financial
products to our business and retail customers in Clark County."
For the fiscal year, net interest income increased 16% to $18.0 million,
compared to $15.5 million in fiscal year 2002. The net interest margin
expanded 79 basis points for the year to 4.83%.
Non-interest income from fees and service charges was up 15% for the
year, to $4.3 million. Gains from the sale of loans increased 45% to $1.6
million compared to last fiscal year. In the fourth fiscal quarter, the
company recorded a $2.3 million before tax, non-cash charge related to the
write-down of securities. After the charge, non-interest income was $3.9
million for fiscal 2003, compared to $6.6 million last fiscal year.
"The current low interest rate environment provides Riverview with
earning opportunities illustrated by our expanding net interest margin and
record loan volume; plus, it causes the need to evaluate certain assets," said
Ron Wysaske, Executive Vice President and CFO. "Regularly we assess our loan
servicing portfolio, and due to the high level of mortgage pre-payments over
this past fiscal year, we have incurred a charge to loan servicing income
(expense)."
"Our securities portfolio also is regularly assessed to ensure the best
mix for Riverview's needs. During the fourth fiscal quarter, we determined
that certain assets had suffered 'other-than-temporary' declines in value, and
therefore adjusted their value on our books and incurred the non-cash charge
to our earnings," added Wysaske.
For fiscal year 2003, non-interest expense was $14.9 million, compared to
$14.0 million for the previous year. Riverview's efficiency ratio, net of
intangible amortization and the non-cash charge, was 57.78% for fiscal 2003,
compared to 61.07% for fiscal 2002.
Net interest income rose 16% to $4.7 million for the fourth quarter,
compared to $4.1 million in the like quarter a year ago. The net interest
margin expanded 52 basis points to 5.15%, for the quarter, compared to 4.63% a
year earlier. After the non-cash charge, the company reported non-interest
loss of $730,000 for the fourth fiscal quarter, compared to non-
Riverview Bancorp, Inc.
May 5, 2003
Page 2
interest income of $1.5 million in the like quarter a year earlier.
Non-interest expense for the quarter was $3.8 million, compared to $3.6
million for the fourth quarter last year.
Total assets increased 7% to $419.9 million at March 31, 2003, compared
to $392.1 million at March 31, 2002. Deposits grew 24% to $320.7 million at
March 31, 2003, compared to $259.7 million a year earlier. Shareholders'
equity grew 2% to $54.5 million. Book value per share increased to $12.51
from $12.04 at March 31, 2002.
"We have been focusing on building our commercial loan portfolio and
reducing our reliance on 1-4 family mortgage loans. We are achieving success
as commercial and commercial real estate loans accounted for 42% of the
portfolio at year-end, compared to 35% at the end of fiscal 2002," said
Sheaffer. "In addition, Today's Bancorp has an excellent commercial lending
department and we look forward to incorporating them into the Riverview
family. We anticipate continued strong growth in this segment of our
business." Net loans increased 5% to $300.3 million compared to $286.7
million a year earlier.
"While we are building our loan portfolio, we are careful to maintain our
outstanding credit quality," said Sheaffer. At March 31, 2003, non-performing
assets to total assets was 0.18%, a 43 basis point improvement from a year
earlier. Net charge-offs to average net loans improved slightly to 0.12% for
fiscal year 2003 compared to 0.14% for fiscal 2002. The allowance for loan
losses totaled $2.7 million or 0.89% of total gross loans outstanding at March
31, 2003, from $2.5 million or 0.86% of total gross loans at March 31, 2002.
Riverview's profitability measures were impacted by the $1.5 million
after-tax, non-cash charge in the fourth quarter. Including the charge,
Riverview's annualized return on average equity (ROE) was 7.99%, and
annualized return on average assets (ROA) was 1.07% for fiscal year 2003.
Excluding the charge, ROE was 10.74% for the year, compared to 9.01% last
fiscal year, and ROA was 1.44% for the fiscal year compared to 1.16% a year
earlier.
Riverview Bancorp, Inc. (www.riverviewbank.com) is headquartered in
Vancouver, Washington just north of Portland, Oregon on the I-5 corridor.
With $420 million in assets, it's the parent company of Riverview Community
Bank, Riverview Asset Management Corp. and Riverview Mortgage, a division of
the bank. There are 12 Southwest Washington branch locations, including eight
in Clark County the fastest growing county in the state. On February 6,
2003, Riverview announced that it had signed a definitive agreement to acquire
Today's Bancorp, Vancouver, Washington. Riverview offers true community
banking, focusing on providing the highest quality service and financial
products to commercial and retail customers. On Monday, May 5, 2003, the
Bancorp's stock closed the trading day at 17.11 per share.
This document may contain forward-looking statements that are subject to risks
and uncertainties that could cause actual results to differ materially from
expectations. The risks and uncertainties include but are not limited to
regional economic conditions, competitive factors, interest rate fluctuations,
the market for mortgage-backed securities and government and regulatory
actions. For a discussion of these and other factors that could cause actual
results to differ, please see the company's publicly available Securities and
Exchange Commission filings, including its annual report on Form 10-K for the
year ended March 31, 2002 and March 31, 2003 that will be filed with the
Securities and Exchange Commission in June 2003.
(tables follow)
Riverview Bancorp, Inc.
May 5, 2003
Page 3
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2003 AND 2002
(Unaudited)
(In thousands, except share data) 2003 2002
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ASSETS
Cash (including interest-earning accounts of $42,464
and $14,369) $ 60,858 $ 22,492
Loans held for sale 1,501 1,826
Investment securities available for sale, at fair value
(amortized cost of $20,265 and $18,925) 20,426 18,275
Mortgage-backed securities held to maturity, at amortized
cost (fair value of $3,403 and $4,485) 3,301 4,386
Mortgage-backed securities available for sale, at fair
value(amortized cost of $12,669 and $36,462) 13,069 36,999
Loans receivable (net of allowance for loan losses of
$2,739 and $2,537) 300,310 286,704
Real estate owned 425 853
Prepaid expenses and other assets 854 525
Accrued interest receivable 1,492 1,902
Federal Home Loan Bank stock, at cost 5,646 5,317
Premises and equipment, net 9,703 10,607
Deferred income taxes, net 1,321 607
Mortgage servicing rights, net 629 912
Core deposit intangible, net 369 696
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TOTAL ASSETS $ 419,904 $ 392,101
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposit accounts $ 320,742 $ 259,690
Accrued expenses and other liabilities 4,364 4,001
Advance payments by borrowers for taxes and insurance 287 233
Federal Home Loan Bank advances 40,000 74,500
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Total liabilities 365,393 338,424
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,
2003 - 4,585,543 issued, 4,358,704 outstanding 46 47
2002 - 4,735,066 issued, 4,458,456 outstanding
Additional paid-in capital 33,525 35,725
Retained earnings 22,389 20,208
Unearned shares issued to employee stock ownership trust (1,804) (2,010)
Unearned shares held by the management recognition
and development plan (15) (218)
Accumulated other comprehensive income (loss) 370 (75)
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Total shareholders' equity 54,511 53,677
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 419,904 $ 392,101
========= =========
(more)
Riverview Bancorp, Inc.
May 5, 2003
Page 4
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND TWELVE MONTHS ENDED
MARCH 31, 2003 AND 2002
(Unaudited) THREE MONTHS TWELVE MONTHS
(In thousands, except ENDED MARCH 31, ENDED MARCH 31,
share data) 2003 2002 2003 2002
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INTEREST INCOME:
Interest and fees on loans
receivable $ 5,828 $ 5,754 $ 23,670 $24,872
Interest on investment
securities 68 31 200 327
Interest on mortgage-backed
securities 189 535 1,241 2,677
Other interest and dividends 292 321 1,350 1,964
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Total interest income 6,377 6,641 26,461 29,840
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INTEREST EXPENSE:
Interest on deposits 1,127 1,448 5,475 8,729
Interest on borrowings 524 1,124 2,942 5,589
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Total interest expense 1,651 2,572 8,417 14,318
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Net interest income 4,726 4,069 18,044 15,522
Less provision for loan losses 210 396 727 1,116
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Net interest income after
provision for loan losses 4,516 3,673 17,317 14,406
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NON-INTEREST INCOME (LOSS):
Fees and service charges 1,080 948 4,263 3,707
Asset management services 193 181 742 745
Gain on sale of loans held
for sale 444 290 1,552 1,067
(Loss) gain on sale of securities
and impairment (2,300) - (2,138) 863
Gain on sale of other real estate
owned 13 2 55 34
Loan servicing income (expense) (181) 17 (619) 57
Other 21 23 83 78
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Total non-interest income (loss) (730) 1,461 3,938 6,551
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NON-INTEREST EXPENSE:
Salaries and employee benefits 2,231 2,041 8,395 7,763
Occupancy and depreciation 628 587 2,481 2,199
Data processing 220 205 834 776
Amortization of core deposit
intangible 82 82 327 327
Marketing expense 103 76 605 540
FDIC insurance premium 12 12 47 51
State and local taxes 98 97 383 402
Telecommunications 68 78 225 259
Professional fees 89 102 399 346
Other 273 334 1,212 1,290
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Total non-interest expense 3,804 3,614 14,908 13,953
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INCOME (LOSS) BEFORE FEDERAL
INCOME TAXES (18) 1,520 6,347 7,004
PROVISION (BENEFIT) FOR FEDERAL
INCOME TAXES (39) 464 1,988 2,136
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NET INCOME $ 21 $ 1,056 $ 4,359 $ 4,868
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Earnings per common share:
Basic $0.00 $0.24 $1.00 $1.06
Diluted 0.00 0.23 0.99 1.06
Weighted average number of
shares outstanding:
Basic 4,346,083 4,474,999 4,365,855 4,572,253
Diluted 4,407,686 4,515,744 4,424,733 4,612,468
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Riverview Bancorp, Inc.
May 5, 2003
Page 5
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
FINANCIAL HIGHLIGHTS
(Unaudited)
AT OR FOR THE AT OR FOR THE
YEAR ENDED YEAR ENDED
MARCH 31, 2003 MARCH 31, 2002
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(Dollars in thousands, except share data)
FINANCIAL CONDITION DATA
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Average interest earning assets $ 379,899 $ 393,226
Average interest-bearing liabilities 304,845 326,356
Net average earning assets 75,054 66,870
Non-performing assets 748 2,375
Non-performing loans 323 1,522
Allowance for loan losses 2,739 2,537
Average interest-earning assets to
average interest-bearing liabilities 124.62% 120.49%
Allowance for loan losses to non-
performing loans 847.99% 166.69%
Allowance for loan losses to net loans 0.89% 0.86%
Non-performing loans to total net loans 0.11% 0.53%
Non-performing assets to total assets 0.18% 0.61%
Shareholders' equity to assets 12.98% 13.69%
Efficiency ratio (4) 67.82% 63.21%
Efficiency ratio net of intangible
amortization 63.57% 61.07%
Efficiency ratio net of intangible
amortization and impairment charge 57.78% 61.07%
Coverage ratio net of intangible
amortization 123.75% 113.91%
Number of banking facilities 12 12
AT OR FOR THE AT OR FOR THE
THREE MONTHS TWELVE MONTHS
ENDED ENDED
March 31, March 31,
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SELECTED OPERATING DATA 2003 2002 2003 2002
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(Dollars in thousands, except share data)
Return on average assets (1) 0.02% 1.10% 1.07% 1.16%
Return on average assets
excluding impairment charge 1.52% 1.10% 1.44% 1.16%
Return on average equity (1) 0.15% 7.87% 7.99% 9.01%
Return on average equity
excluding impairment charge 11.14% 7.87% 10.74% 9.01%
Net interest margin 5.15% 4.63% 4.83% 4.04%
PER SHARE DATA
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Basic earnings per share (2) $ 0.00 $ 0.24 $ 1.00 $ 1.06
Diluted earnings per share (3) 0.00 0.23 0.99 1.06
Book value per share (2) 12.51 12.04 12.51 12.04
Tangible book value per
share (2) 12.28 11.68 12.28 11.68
Market price per share:
High for period 17.040 14.000 17.040 14.000
Low for the period 14.640 11.930 13.050 9.250
Close for period end 16.980 14.000 16.980 14.000
Cash dividends declared per share 0.125 0.110 0.500 0.440
Average number of shares outstanding:
Basic (2) 4,346,083 4,474,999 4,365,855 4,572,253
Diluted (3) 4,407,686 4,515,744 4,424,733 4,612,468
(1) Amounts are annualized.
(2) Amounts calculated exclude ESOP shares not committed to be released.
(3) Amounts calculated exclude ESOP shares not committed to be released and
include common stock equivalent.
(4) Non-interest expense divided by net interest income plus non-interest
income.
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