UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 2005
Riverview Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Washington 0-22957 91-1838969
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
900 Washington Street, Suite 900, Vancouver, Washington 98660
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code): (360) 693-6650
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions.
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
----------------
This Current Report on Form 8-K/A (Amendment No. 1) amends and
supplements the Current Report on Form 8-K filed by Riverview Bancorp, Inc.
("Riverview") on April 22, 2005 in connection with the acquisition described
in Item 2.01 below. This Amendment No. 1 is being filed to include the
financial information required by Item 9.01, as permitted by Items 9.01(a)(4)
and 9.01(b)(2).
Item 2.01 Completion of Acquisition or Disposition of Assets
- -------------------------------------------------------------
Effective April 22, 2005, Riverview and its wholly-owned subsidiary,
Riverview Community Bank consummated the previously announced acquisition of
American Pacific Bank ("American Pacific") pursuant to the Agreement and Plan
of Merger, dated as of November 9, 2004, by and between Riverview, Riverview
Community Bank and American Pacific. The merger was completed through the
merger of American Pacific with and into Riverview Community Bank with
Riverview Community Bank being the surviving entity in the merger.
Item 9.01 Financial Statements and Exhibits
- --------------------------------------------
(a) Financial Statements of Businesses Acquired
The historical financial statements of American Pacific, including its
balance sheets as of December 31, 2004 and 2003 and the related statements of
income and comprehensive income, changes in stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 2004,
which are included in Riverview's Registration Statement on Form S-4 (File No.
333-123118), are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial statements set forth
below reflect consummation of the merger between Riverview and American
Pacific as if the merger had been consummated on March 31, 2005. The
unaudited pro forma condensed combined statements of income for Riverview for
the twelve months ended March 31, 2005 and for American Pacific for the twelve
months ended December 31, 2004 were prepared as if the merger had been
consummated as of the beginning of the periods presented.
The unaudited pro forma condensed combined financial statements and notes
thereto reflect the application of the purchase method of accounting. Under
the purchase method of accounting, the assets and liabilities of American
Pacific are recorded on the books of Riverview at their fair value as of the
effective time of the merger. The difference between the cost of American
Pacific and the fair value of its identifiable assets, less the fair value of
its liabilities, will be recorded as goodwill. The unaudited pro forma
condensed combined financial statements included herein are not necessarily
indicative of the future results of operations or the future financial
position of the combined entities or the results of operations and financial
position of the combined entities that would have actually occurred had the
transactions been in effect as of the dates or for the periods presented.
Such information does not include any pro forma adjustments relating to any
future revenue enhancements and reductions in expenses that may be realized.
2
RIVERVIEW BANCORP, INC.
AMERICAN PACIFIC BANK
Unaudited Pro Forma Condensed
Combined Balance Sheet
as of March 31, 2005
(In thousands)
(Unaudited)
Riverview
Pro Forma Footnote APB
Riverview APB Adjustments Ref. Pro Forma
--------- ----- ------------ --------- ------------
ASSETS
Cash and cash
equivalents $ 61,719 $1,595 $(17,634) (2) $44,957
(443) (2)
(280) (12)
Loans held for sale 510 - - 510
Investment securities
available for sale,
at fair value 22,945 1,419 - 24,364
Mortgage-backed securi-
ties held to maturity,
at amortized cost 2,343 - - 2,343
Mortgage-backed securi-
ties available for sale,
at fair value 11,619 - - 11,619
Loans receivable,
net 429,449 118,677 153 547,479
(800) (14)
Real estate owned 270 270
Prepaid expenses and
other assets 1,538 201 - 1,739
Accrued interest
receivable 2,151 420 - 2,571
Federal Home Loan
Bank stock, at cost 6,143 942 - 7,085
Premises and equipment,
net 8,391 681 - 9,072
Deferred income taxes,
net 2,624 269 397 (3) 3,290
Mortgage servicing
rights, net 470 - - 470
Bank owned life
insurance 12,607 - - 12,607
Noncompetition
agreements 560 (12) 560
Core deposit intangible,
net 578 - 526 (3) 1,104
Goodwill 9,214 - 16,323 (5) 25,537
--------- -------- ------- --------
TOTAL ASSETS $ 572,571 $124,204 $(1,198) $695,577
========= ======== ======= ========
LIABILITIES AND
SHAREHOLDERS'EQUITY
LIABILITIES:
Deposit accounts $456,878 $81,348 (289) (3) $537,937
Accrued expenses
and other
liabilities 5,858 740 280 (12) 8,209
481 (13)
850 (11)
Advance payment by
borrowers for taxes
and insurance 313 - - 313
Federal Home Loan Bank
advances 40,000 23,000 (118) (3) 62,882
--------- -------- -------- --------
Total Liabilities 503,049 105,088 1,204 609,341
SHAREHOLDERS' EQUITY:
Serial preferred stock
issued and outstanding,
none - - - - -
Common stock
December 31, 2004 50 12,930 (12,930) (6) 50
Additional paid-in
capital 41,112 1,000 (1,000) (6) 57,826
16,714 (2)
Retained earnings 29,874 5,202 (5,202) (6) 29,874
Unearned shares issued
to employee stock
ownership trust (1,392) - - - (1,392)
Accumulated other
comprehensive income
(loss) (122) (16) 16 (6) (122)
--------- -------- -------- ---------
Total shareholders'
equity 69,522 19,116 (2,402) 86,236
--------- -------- ------- ---------
TOTAL LIABILITIES AND
SHAREHOLDERS'
EQUITY $ 572,571 $124,204 $(1,198) $695,577
========= ======== ======= =========
See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.
3
RIVERVIEW BANCORP, INC.
AMERICAN PACIFIC BANK
Unaudited Pro Forma Condensed Combined
Statements of Income
(In thousands, except share data)
(Unaudited)
Twelve Months Ended
Mar.31, Dec.31 Riverview
2005 2004 Pro Forma Footnote APB
Riverview APB Adjustments Ref. Pro Forma
----------- -------- ----------- --------- ----------
INTEREST AND DIVIDEND
INCOME
Interest and fees on
loans receivable $27,764 $8,603 $(104) (7) $36,263
Interest on investment
securities 695 50 - 745
Interest on mortgage-
backed securities 634 - - 634
Other interest and
dividends 875 142 (468) (7) 549
------- ------- ------- -------
Total interest and
dividend income 29,968 8,795 (572) 38,191
------- ------- ------- -------
INTEREST EXPENSE
Interest on deposits 5,380 1,535 289 (7) 7,204
Interest on borrowings 2,015 452 118 (7) 2,585
------- ------- ------- -------
Total interest
expense 7,395 1,987 407 9,789
------- ------- ------- -------
Net interest income 22,573 6,808 (979) 28,402
Less provision for loan
losses 410 207 800 1,417
------- ------- ------- -------
Net interest income
after provision for
loan losses 22,163 6,601 (1,779) 26,985
------- ------- ------- -------
NON-INTEREST INCOME
Fees and service
charges 4,588 201 - 4,789
Asset management fees 1,120 - - 1,120
Gain on sale of loans
held for sale 513 - - 513
Net loss sale/impairment
of securities (1,185) - - (1,185)
Gain on sale of land
and fixed assets 830 - - 830
Net loan servicing
income 47 - - 47
Bank owned life
insurance 486 - - 486
Other 107 - - 107
------- ------- ------- -------
Total non-interest
income 6,506 201 - 6,707
------- ------- ------- -------
NON-INTEREST EXPENSE
Salaries and employee
benefits 10,773 1,955 - 12,728
Occupancy and
depreciation 2,991 516 - 3,507
Data processing 991 - - 991
Amortization of core
deposit intangible 180 - 102 (10) 282
Advertising and
marketing expense 766 - - 766
FDIC insurance premium 58 - - 58
State and local taxes 519 - - 519
Telecommunications 288 - - 288
Professional fees 842 - - 842
Other 1,696 1,664 $280 (12) 4,121
- (11)
481 (13)
------- ------- ------- -------
Total non-interest
expense 19,104 4,135 863 24,102
------- ------- ------- -------
INCOME (LOSS) BEFORE
INCOME TAXES 9,565 2,667 (2,642) 9,590
PROVISION FOR INCOME
TAXES 3,036 1,050 (1,004) (8) 3,082
------- ------- ------- -------
NET INCOME (LOSS) $ 6,529 $ 1,617 $(1,639) $ 6,507
======= ======= ======= =======
Earnings per common
share:
Basic $ 1.36 $ 1.16
Diluted 1.33 1.15
Weighted average
number of shares
outstanding:
Basic 4,816,745 788,365 5,605,110
Diluted 4,891,173 788,365 5,679,538
See Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.
4
RIVERVIEW BANCORP, INC. AND AMERICAN PACIFIC BANK
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1) Basis of Presentation
The Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31,
2005 has been prepared as if the merger had been consummated on that date.
Unaudited Pro Forma Condensed Combined Statement of Income for the twelve
months ended March 31, 2005 and December 31, 2004 for Riverview Bancorp,
Inc. ("Riverview") and American Pacific Bank ("APB"), respectively, have
been prepared as if the merger had been consummated at the beginning of the
period presented.
The Unaudited Pro Forma Condensed Combined Balance Sheet is based on
historical information from financial statements of Riverview and APB after
giving effect to the merger under the purchase method of accounting and the
assumptions and adjustments in the notes that follow.
Assumptions relating to the pro forma adjustments set forth in the Unaudited
Pro Forma Condensed Combined Financial Statements are summarized as follows:
Estimated fair values - Estimated fair values for securities, loans and
borrowings were obtained from appropriate valuation methodologies and market
information in accordance with Statement of Financial Accounting Standards
("SFAS") No. 107, Disclosures About Fair Values of Financial Instruments.
The resulting discounts on loans, deposits and Federal Home Loan Bank
("FHLB") borrowings for purposes of these pro forma financial statements
are being amortized to interest income and interest expense on a straight
line basis over the weighted average lives of 1.47 years for loans, 0.72
years for deposits and 0.88 years for FHLB borrowings. The actual discounts
will be amortized to interest income and expense to produce a constant yield
to maturity. Core deposit intangibles created as a result of the merger are
$526,438 for non-maturity deposits and in the pro forma financial statements
are being amortized to non-interest expense to produce a constant yield to
maturity.
2) Acquisition Cost
The cost to acquire APB's 2,804,618 shares of common stock assumes
payment in cash for 1,404,325 shares at a transaction value of $11.9356 and
the remaining 1,400,293 shares exchanged for 788,365 shares of Riverview
Bancorp, Inc. common stock at a price of $21.20 per share. All options at a
cost of $873,240 are assumed to be cashed out at the difference between the
transaction value of $11.94 per share and their respective exercise prices
prior to completion of the merger.
(In Thousands)
Cash consideration $16,761,461 plus
the cost of APB stock options of $873,240 $ 17,634
Stock consideration (assume issuance of
Riverview common stock) 788,365 shares
at $21.20 per share 16,714
Acquisition Costs
Riverview Bancorp, Inc.
Transaction costs 443
--------
Total Acquisition Costs 443
--------
--------
Total Cost $ 34,791
========
5
3) Purchase accounting adjustments recorded
for the merger were as follows:
(In Thousands)
APB's net assets at pro forma cost at
March 31, 2005 $ 19,116
Fair value adjustments:
Securities available-for-sale $ -
Loan receivable 153
Allowance for loan losses (800)
Deposits 289
Borrowings 118
Core deposit intangibles 526
--------
Sub-total net fair value adjustments 286
--------
Severance payments (850)
Environmental assessment liability (481)
Deferred tax asset related to the purchase
accounting adjustments totaled 397
--------
Net assets acquired $ 18,468
========
4) Excess of cost over fair value of net assets
acquired for the merger was calculated as
follows: (In Thousands)
Total cost $ 34,791
Net assets acquired (18,468)
--------
Total excess of cost over fair value of net
assets acquired from the merger $ 16,323
========
5) Allocation of excess of cost over fair value
of net assets acquired from the merger (In Thousands)
Goodwill 16,323
--------
Total Intangible $ 16,323
========
6) Purchase accounting adjustment to eliminate APB's (In Thousands)
shareholders' equity accounts. $ 19,116
7) Pro forma adjustments to interest income and interest
expense were calculated for the merger as follows:
For the Twelve
Months Ended
March 31, 2005
(In Thousands)
Reduction in interest income for cash utilized
to purchase APB's common stock (based on an
average annual rate of 2.59%) $ (468)
Amortization of discount on loans (1.47 yrs) (104)
-------
Total net adjustments to interest income $ (572)
=======
Amortization of discount on deposits (0.72 yrs) $ 289
Amortization of discount on FHLB borrowings (0.88 yrs) 118
-------
Total net adjustments to interest expense $ 407
=======
8) Pro forma income tax expense was calculated
using an effective tax rate of 38%.
6
9) Pro forma basic earnings per common share is calculated by dividing net
income by the average number of common shares outstanding. Diluted
earnings per common share is calculated using the same method as basic
earning per common share, but reflects potential dilution of common
share equivalents. Basic and diluted weighted average number of common
stock and common stock equivalents utilized for the calculation of
earnings per share for the period presented were calculated using
Riverview's historical weighted average common stock and common stock
equivalents plus 788,365 shares issued to APB's shareholders under the
terms of the merger.
10) The following table summarizes the estimated impact of the amortization
and the accretion of the purchase accounting adjustments made in
connection with the merger on Riverview's results of operations:
Projected Future
Amounts For the Core Deposit Net Net Decrease
Fiscal Years Ended Intangible (Accretion) In Income
March 31, Amortization Amortization Before Taxes
- --------------------- -------------- --------------- ---------------
(In Thousands)
2006 $ 102 $ (511) $ (409)
2007 85 (49) 36
2008 71 - 71
2009 59 - 59
2010 50 - 50
2011 and thereafter 159 - 159
------- -------- --------
$ 526 $ (560) $ (34)
======= ======== ========
The core deposit intangible created as a result of the merger is $526,426.
Core deposit intangible is amortized on an accreted basis over 10 years.
11) Severance payments
Severance payments totaling $850,000 will be paid upon closing by APB to
its executives
12) Non-competition agreements
In connection with the merger Riverview has entered into non-competition
agreements with two APB executives. The agreements have a two year term,
with one half payable upon the closing of the merger and the remaining
half payable on the first anniversary of closing. The total
consideration to be paid is $560,000. These non-competition agreements
will be amortized to non-interest expense over the 24 month term on a
straight line basis. The twelve month amortization amount charged to
non-interest expense will be $280,000.
13) Joint venture contingency
APB acquired an undivided one-third interest in a joint venture as a
result of a loan default in 1984. On October 15, 2004, APB received the
results of an environmental assessment, which identified petroleum
contamination in soil and groundwater. The assessment estimated that the
environmental clean-up cost of the property could be in excess of
$300,000. At March 31, 2005 APB had recorded a $19,000 reserve to cover
potential environmental liability associated with the property. An
additional $481,000 is being added to the reserve to cover potential
environmental liability for a total liability of $500,000.
14) Allowance for loan losses
Review of APB's allowance for loan losses as compared to Riverview's
methodology for calculating an allowance for loan loss determined the
need for an additional provision for loan loss of $800,000.
7
(c) Exhibits
Exhibit
Number Description
------ -----------
2 Agreement and Plan of Merger dated November 9, 2004 by and among
Riverview, Riverview Community Bank and American Pacific
(incorporated by reference to Riverview's Current Report on Form 8-K
filed on November 10, 2004).
23 Consent of Moss Adams LLP
99 Press Release dated April 22, 2005 (incorporated by reference to
Riverview's Current Report on Form 8-K filed on April 22, 2005).
8
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.
DATE: June 30, 2005 By:/s/Patrick Sheaffer
Patrick Sheaffer
Chairman and Chief Executive Officer
9
Exhibit 23
Consent of Moss Adams LLP
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Current Report on Form
8-K/A (Amendment No. 1) of Riverview Bancorp, Inc. of our report dated January
21, 2005 on the balance sheets of American Pacific Bank as of December 31,
2004 and 2003, and the related statements of income and comprehensive income,
changes in stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 2004, which are included in Riverview
Bancorp Inc.'s Registration Statement on Form S-4 (File No. 333-123118).
Portland, Oregon
July 1, 2005