SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
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
900 Washington, Suite 900 Vancouver, WA 98660
Registrant's telephone number, including area code: (360)693-6650
Check whether the registrant: (1) filed all reports required to be filed by Sections 13 or 15(d) of the Exchange Act during the past 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No_.
Check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X .
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Stock, $.01 par value---4,284,348 shares as of September 30, 2002.
<PAGE>
Form 10-Q
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
INDEX
Part I. Financial Information Page
Item 1: Financial Statements (Unaudited)
Consolidated Balance Sheets
as of September 30, 2002 and March 31, 2002 1
Consolidated Statements of Income: Three and Six
Months Ended September 30, 2002 and 2001 2
Consolidated Statements of Shareholders' Equity
for the Year Ended March 31, 2002 and the
Six Months Ended September 30, 2002 3
Consolidated Statements of Cash Flows for the
Six Months Ended September 30, 2002 and 2001 4
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of
Operations 13-23
Item 3: Quantitative and Qualitative Disclosures
About Market Risk 24
Item 4: Controls and Procedures 24
Part II. Other Information
25SIGNATURES 26
CERTIFICATIONS 27-28
<PAGE>
Part I. Financial Information
Item I. Financial Statements (Unaudited)
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2002 and MARCH 31, 2002
|
(In thousands, except share data) (Unaudited) |
SEPTEMBER 30, |
MARCH 31, |
| ASSETS | ||
|
Cash (including interest-earning accounts of $16,179 and $14,369) |
$ 31,810 |
$ 22,492 |
|
Loans held for sale |
674 |
1,826 |
|
Investment securities available for sale, at fair value |
23,480 |
18,275 |
|
Mortgage-backed securities held to maturity, at amortized |
3,824 |
4,386 |
|
Mortgage-backed securities available for sale, at fair value |
25,967 |
36,999 |
|
Loans receivable (net of allowance for loan losses of $2,689 |
294,470 |
286,704 |
|
Real estate owned |
93 |
853 |
|
Prepaid expenses and other assets |
192 |
525 |
|
Accrued interest receivable |
1,595 |
1,902 |
|
Federal Home Loan Bank stock, at cost |
5,478 |
5,317 |
|
Premises and equipment, net |
10,224 |
10,607 |
|
Deferred income taxes, net |
559 |
607 |
|
Mortgage servicing rights, net |
636 |
912 |
|
Core deposit intangible, net |
532 |
696 |
|
TOTAL ASSETS |
$ 399,534 |
$ 392,101 |
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
||
|
LIABILITIES: |
||
|
Deposit accounts |
$ 297,847 |
$ 259,690 |
|
Accrued expenses and other liabilities |
3,208 |
4,001 |
|
Advance payments by borrowers for taxes and insurance |
257 |
233 |
|
Federal Home Loan Bank advances |
45,000 |
74,500 |
|
Total liabilities |
346,312 |
338,424 |
|
COMMITMENTS AND CONTINGENCIES (NOTE 14) |
||
|
SHAREHOLDERS' EQUITY: |
||
|
Serial preferred stock, $.01 par value; 250,000 authorized, issued and |
- |
- |
|
Common stock, $.01 par value; 50,000,000 authorized |
||
|
September 30, 2002 4,560,958 issued, 4,284,348 outstanding |
||
|
March 31, 2002 4,735,066 issued, 4,458,456 outstanding |
46 |
47 |
|
Additional paid-in capital |
33,233 |
35,725 |
|
Retained earnings |
21,751 |
20,208 |
|
Unearned shares issued to employee stock ownership trust |
(1,907) |
(2,010) |
|
Unearned shares held by the management recognition |
(29) |
(218) |
|
Accumulated other comprehensive income (loss) |
128 |
(75) |
|
Total shareholders' equity |
53,222 |
53,677 |
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
$ 399,534 |
$ 392,101 |
|
See notes to consolidated financial statements. |
||
1
<PAGE>
|
RIVERVIEW BANCORP, INC. AND SUBSIDIARY |
|
|
|||
|
(In thousands, except share data) (Unaudited) |
2002 |
2001 |
2002 |
2001 |
|
|
INTEREST INCOME: |
|||||
|
Interest and fees on loans receivable |
$ 6,060 |
$ 6,237 |
$ 11,973 |
$ 13,099 |
|
|
Interest on investment securities |
30 |
103 |
58 |
254 |
|
|
Interest on mortgage-backed securities |
367 |
739 |
816 |
1,423 |
|
|
Other interest and dividends |
353 |
544 |
743 |
1,177 |
|
|
Total interest income |
6,810 |
7,623 |
13,590 |
15,953 |
|
|
INTEREST EXPENSE: |
|||||
|
Interest on deposits |
1,461 |
2,378 |
3,055 |
5,424 |
|
|
Interest on borrowings |
646 |
1,572 |
1,776 |
3,076 |
|
|
Total interest expense |
2,107 |
3,950 |
4,831 |
8,500 |
|
|
Net interest income |
4,703 |
3,673 |
8,759 |
7,453 |
|
|
Less provision for loan losses |
82 |
- |
327 |
510 |
|
|
Net interest income after |
|||||
|
provision for loan losses |
4,621 |
3,673 |
8,432 |
6,943 |
|
|
NON-INTEREST INCOME: |
|||||
|
Fees and service charges |
1,034 |
847 |
1,962 |
1,754 |
|
|
Asset management services |
178 |
157 |
370 |
388 |
|
|
Gain on sale of loans held for sale |
265 |
252 |
614 |
381 |
|
|
Gain on sale of securities |
- |
863 |
- |
863 |
|
|
Gain on sale of other real estate owned |
9 |
18 |
29 |
18 |
|
|
Gain on sale of land and fixed assets |
- |
4 |
- |
4 |
|
|
Loan servicing income (expense) |
(241) |
(9) |
(341) |
12 |
|
|
Other |
19 |
18 |
40 |
33 |
|
|
Total non-interest income |
1,264 |
2,150 |
2,674 |
3,453 |
|
|
NON-INTEREST EXPENSE: |
|||||
|
Salaries and employee benefits |
2,035 |
1,849 |
4,069 |
3,741 |
|
|
Occupancy and depreciation |
642 |
538 |
1,234 |
1,073 |
|
|
Data processing |
207 |
137 |
417 |
395 |
|
|
Amortization of core deposit intangible |
81 |
81 |
163 |
163 |
|
|
Marketing expense |
221 |
187 |
410 |
363 |
|
|
FDIC insurance premium |
11 |
13 |
22 |
26 |
|
|
State and local taxes |
101 |
102 |
191 |
202 |
|
|
Telecommunications |
54 |
59 |
98 |
116 |
|
|
Professional fees |
87 |
75 |
205 |
163 |
|
|
Other |
278 |
309 |
600 |
628 |
|
|
Total non-interest expense |
3,717 |
3,350 |
7,409 |
6,870 |
|
|
INCOME BEFORE FEDERAL INCOME TAXES |
2,168 |
2,473 |
3,697 |
3,526 |
|
|
PROVISION FOR FEDERAL INCOME TAXES |
674 |
777 |
1,131 |
1,073 |
|
|
NET INCOME |
$ 1,494 |
$ 1,696 |
$ 2,566 |
$ 2,453 |
|
|
Earnings per common share: |
|||||
|
Basic |
$ 0.34 |
$ 0.37 |
$ 0.58 |
$ 0.53 |
|
|
Diluted |
0.34 |
0.36 |
0.58 |
0.52 |
|
|
Weighted average number of shares outstanding: |
|||||
|
Basic |
4,345,985 |
4,624,771 |
4,392,947 |
4,644,416 |
|
|
Diluted |
4,414,320 |
4,672,615 |
4,450,357 |
4,685,291 |
|
|
See notes to consolidated financial statements. |
|||||
2
<PAGE>
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED MARCH 31, 2002
AND THE SIX MONTHS ENDED SEPTEMBER 30, 2002
(Unaudited)
|
(In thousands except share data) |
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Unearned Shares Issued to Employee Stock Ownership Trust |
Unearned Shares Issued to MDRP |
Accumulated Other Comprehensive Income (Loss) |
Total |
|
| Shares | Amount | |||||||
|
Balance, April 1, 2001 |
4,655,040 |
$ 50 |
$ 38,687 |
$ 17,349 |
$ (2,217) |
$ (762) |
$ (386) |
$ 52,721 |
|
Cash Dividends |
- |
- |
- |
(2,009) |
- |
- |
- |
(2,009) |
|
Exercise of stock options |
22,345 |
- |
91 |
- |
- |
- |
- |
91 |
|
Stock repurchased and retired |
(268,700) |
(3) |
(3,120) |
- |
- |
- |
- |
(3,123) |
|
Earned ESOP shares |
24,633 |
- |
77 |
- |
207 |
- |
- |
284 |
|
Earned MRDP shares |
25,138 |
- |
(10) |
- |
- |
544 |
- |
534 |
|
4,458,456 |
47 |
35,725 |
15,340 |
(2,010) |
(218) |
(386) |
48,498 |
|
|
Comprehensive income |
||||||||
|
Net Income |
- |
- |
- |
4,868 |
- |
- |
- |
4,868 |
|
Other Comprehensive Income: Unrealized holding gain on securities of $881 (net of $454 tax effect) less reclassification adjustment for net gains included in net income of $570 net of $293 tax effect. |
- |
- |
- |
- |
- |
- |
311 |
311 |
|
Total comprehensive income |
- |
- |
- |
- |
- |
- |
- |
5,179 |
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2002 |
4,458,456 |
47 |
35,725 |
20,208 |
(2,010) |
(218) |
(75) |
53,677 |
|
Cash dividends |
- |
- |
- |
(1,090) |
- |
- |
- |
(1,090) |
|
Exercise of stock options |
3,992 |
- |
31 |
- |
- |
- |
- |
31 |
|
Stock repurchased and retired |
(178,100) |
(1) |
(2,598) |
- |
- |
- |
- |
(2,599) |
|
Earned ESOP shares |
- |
- |
77 |
(5) |
103 |
- |
- |
175 |
|
Earned MRDP shares |
- |
- |
(2) |
72 |
- |
189 |
- |
259 |
|
|
|
|
|
|
|
|
|
|
|
4,284,348 |
46 |
33,233 |
19,185 |
(1,907) |
(29) |
(75) |
50,453 |
|
|
Comprehensive Income |
||||||||
|
Net Income |
- |
- |
- |
2,566 |
- |
- |
- |
2,566 |
|
Other Comprehensive Income: |
- |
- |
- |
- |
- |
- |
203 |
203 |
|
Total comprehensive income |
- |
- |
- |
- |
- |
- |
- |
2,769 |
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2002 |
4,284,348 |
$ 46 |
$ 33,233 |
$ 21,751 |
$ (1,907) |
$ (29) |
$ 128 |
$ 53,222 |
See notes to consolidated financial statements.
3
<PAGE>
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30,
|
(In thousands) (Unaudited) |
2002 |
2001 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
||
|
Net income |
$ 2,566 |
$ 2,453 |
|
Adjustments to reconcile net income to cash provided by operating activities: |
||
|
Depreciation and amortization |
1,213 |
873 |
|
Provision for losses on loans |
327 |
510 |
|
Disposition of allowance for loan losses |
- |
(29) |
|
Credit for deferred income taxes |
(57) |
(146) |
|
Noncash expense related to ESOP benefit |
180 |
131 |
|
Noncash expense related to MRDP benefit |
187 |
173 |
|
Decrease in deferred loan origination fees, net of amortization |
267 |
49 |
|
Federal Home Loan Bank stock dividend |
(161) |
(174) |
| Net gain on sale of real estate owned, mortgage-backed | ||
|
and investment securities and premises and equipment |
(611) |
(1,234) |
|
Changes in assets and liabilities: |
||
|
Decrease (Increase) in loans held for sale |
1,152 |
(725) |
|
Decrease in prepaid expenses and other assets |
224 |
756 |
|
Decrease in accrued interest receivable |
263 |
218 |
|
Increase in accrued expenses and other liabilities |
(775) |
(12) |
|
Net cash provided by operating activities |
4,775 |
2,843 |
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
||
|
Loan originations |
(138,545) |
(123,949) |
|
Principal repayments on loans |
112,277 |
98,162 |
|
Loans sold |
17,977 |
11,866 |
|
Principal repayments on mortgage-backed securities held to maturity |
562 |
1,078 |
|
Proceeds from call or maturity of investment securities available for sale |
- |
2,500 |
|
Proceeds from sale of mortgage-backed securities available for sale |
- |
25,944 |
|
Principal repayments on mortgage-backed securities available for sale |
11,133 |
8,218 |
|
Purchase of investment securities available for sale |
(5,000) |
- |
|
Principal repayments on investment securities available for sale |
- |
3,547 |
|
Principal repayments on investment securities held to maturity |
- |
22 |
|
Purchase of premises and equipment |
(103) |
(711) |
|
Purchase of Federal Home Loan Bank stock |
- |
(543) |
|
Proceeds from sale of real estate |
1,173 |
714 |
|
Net cash provided by (used in) investing activities |
(526) |
26,848 |
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
||
|
Net (decrease) increase in deposit accounts |
38,157 |
(19,963) |
|
Dividends paid |
(1,044) |
(1,019) |
|
Repurchase of common stock |
(2,599) |
(1,635) |
|
Proceeds from Federal Home Loan Bank advances |
- |
20,000 |
|
Repayment of Federal Home Loan Bank advances |
(29,500) |
- |
|
Net increase in advance payments by borrowers |
24 |
15 |
|
Proceeds from exercise of stock options |
31 |
- |
|
Net cash provided by (used in ) financing activities |
5,069 |
(2,602) |
|
NET INCREASE IN CASH |
9,318 |
27,089 |
|
CASH, BEGINNING OF PERIOD |
22,492 |
38,935 |
|
CASH, END OF PERIOD |
$ 31,810 |
$ 66,024 |
|
SUPPLEMENTAL DISCLOSURES: |
||
|
Cash paid during the period for: |
||
|
Interest |
$ 5,033 |
$ 8,625 |
|
Income taxes |
1,212 |
975 |
|
|
||
|
Mortgage loans securitized and classified as mortgage-backed |
||
|
securities available for sale |
$ - |
$ 40,347 |
|
Transfer of loans to real estate owned |
373 |
954 |
|
Dividends declared and accrued in other liabilities |
539 |
502 |
|
Fair value adjustment to securities available for sale |
308 |
1,235 |
|
Income tax effect related to fair value adjustment |
(105) |
(420) |
See notes to consolidated financial statements.
4
<PAGE>
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
(1) Organization
and Basis of PresentationThe accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. However, all adjustments which 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. 2002 Annual Report on Form 10-K. The results of operations for the three and six months ended September 30, 2002 are not necessarily indicative of the results which may be expected for the entire fiscal year.
(2) Principles of Consolidation
The accompanying unaudited consolidated financial statements of Riverview Bancorp, Inc. and Subsidiary (the "Company") include all the accounts of Riverview Bancorp, Inc. and the consolidated accounts of its wholly-owned subsidiary, Riverview Community Bank (the "Community Bank"), and the Community Bank's majority-owned subsidiary, Riverview Asset Management Corporation ("RAMCORP.") and wholly-owned subsidiary, Riverview Services, Inc. All references to the Company herein include the Community Bank where applicable. All inter-company balances and transactions have been eliminated upon consolidation.
(3) Comprehensive Income
Comprehensive income is defined as the change in equity during a period from transactions and other events from nonowner sources. Comprehensive income is the total of net income and other comprehensive income, which for the Company is comprised entirely of unrealized gains and losses on securities available for sale.
For the three months and six months ended September 30, 2002, the Company's total comprehensive income was $1.6 million and $2.8 million, respectively, compared to $2.5 million and $3.3 million for the three and six months ended September 30, 2001, respectively.
Total comprehensive income for the three and six months ended September 30, 2002 is comprised of net income of $1.5 million and $2.6 million and other comprehensive income of $77,000 and $203,000, net of tax effect, respectively. Other comprehensive income consists of unrealized securities gains.
Total comprehensive income for the three and six months ended September 30, 2001 is comprised of net income of $1.7 million and $2.5 million and other comprehensive income of $840,000 and $815,000, net of tax effect, respectively. Other comprehensive income for the three months and six months ended September 30, 2001, consists of unrealized securities gains of $1.4 million and $1.4 million, net of tax effect, less gains on securities available for sale included in non-interest income of $570,000 for both periods, net of tax effect.
5
<PAGE>
(4) Earnings Per Share
Basic Earnings per Share ("EPS") is computed by dividing net income applicable to common stock by the weighted average number of common shares outstanding during the period, without considering any dilutive items. Diluted EPS is computed by dividing net income applicable to common stock by the weighted average number of common shares and common stock equivalents for items that are dilutive, net of shares assumed to be repurchased using the treasury stock method at the average share price for the Company's common stock during the period. Common stock equivalents arise from assumed conversion of outstanding stock options and awarded but not released Management Recognition and Development Plan ("MRDP") shares. Employee Stock Ownership Plan ("ESOP") shares are not considered outstanding for EPS purposes until they are committed to be released.
| Three Months Ended | ||
| September 30, | ||
| 2002 |
2001 | |
| Basic EPS computation: | ||
| Numerator-Net Income | $ 1,494,000 | $ 1,696,000 |
| Denominator-Weighted average | ||
| common shares outstanding | 4,345,985 | 4,624,771 |
| Basic EPS | $ 0.34 |
$ 0.37 |
| Diluted EPS computation: | ||
| Numerator-Net Income | $ 1,494,000 | $ 1,696,000 |
| Denominator-Weighted average | ||
| common shares outstanding | 4,345,985 | 4,624,771 |
| Effect of dilutive stock options | 51,744 | 33,106 |
| Effect of dilutive MRDP | 16,591 |
14,738 |
| Weighted average common shares | ||
| and common stock equivalents | 4,414,320 | 4,672,615 |
| Diluted EPS | $ 0.34 |
$ 0.36 |
| Six Months Ended | ||
| September 30, | ||
| 2002 |
2001 | |
| Basic EPS computation: | ||
| Numerator-Net Income | $ 2,566,000 | $ 2,453,000 |
| Denominator-Weighted average | ||
| common shares outstanding | 4,392,947 | 4,644,416 |
| Basic EPS | $ 0.58 |
$ 0.53 |
| Diluted EPS computation: | ||
| Numerator-Net Income | $ 2,566,000 | $ 2,453,000 |
| Denominator-Weighted average | ||
| common shares outstanding | 4,392,947 | 4,644,416 |
| Effect of dilutive stock options | 43,087 | 30,302 |
| Effect of dilutive MRDP | 14,323 |
10,573 |
| Weighted average common shares | ||
| and common stock equivalents | 4,450,357 | 4,685,291 |
| Diluted EPS | $ 0.58 |
$ 0.52 |
6
<PAGE>
(5) Investment Securities
There were no sales of investment securities classified as held to maturity during the periods ended September 30, 2002 and 2001.
The amortized cost and approximate fair value of investment securities available for sale consisted of the following (in thousands):
|
September 30, 2002 |
Amortized |
Gross |
Gross |
Estimated |
|
Agency securities |
$ 5,000 |
$ - |
$ - |
$ 5,000 |
|
Equity securities |
16,356 |
183 |
(812) |
15,727 |
|
School district bonds |
2,567 |
186 |
- |
2,753 |
|
$ 23,923 |
$ 369 |
$ (812) |
$ 23,480 |
|
|
March 31, 2002 |
|
|||
|
Equity securities |
$ 16,356 |
$ 27 |
$ (709) |
$ 15,674 |
|
School district bonds |
2,569 |
34 |
(2) |
2,601 |
|
$ 18,925 |
$ 61 |
$ (711) |
$ 18,275 |
Investment securities with an amortized cost of $15.0 million and $15.0 million and a fair value of $14.2 million and $14.4 million at September 30, 2002 and March 31, 2002, respectively, were pledged as collateral for advances at the Federal Home Loan Bank.
The contractual maturities of securities available for sale are as follows (in thousands):
|
September 30, 2002 |
Amortized |
Estimated |
|
Due after one year through five years |
$ 340 |
$ 364 |
|
Due after five years through ten years |
1,610 |
1,737 |
|
Due after ten years |
21,973 |
21,379 |
|
$ 23,923 |
$ 23,480 |
(6)Mortgage-backed Securities
Mortgage-backed securities held to maturity consisted of the following (in thousands):
|
Amortized |
Gross |
Gross |
Estimated |
|
|
September 30, 2002 |
||||
|
REMICs |
$ 1,804 |
$ 53 |
$ - |
$ 1,857 |
|
FHLMC mortgage-backed securities |
747 |
10 |
- |
757 |
|
FNMA mortgage-backed securities |
1,273 |
36 |
- |
1,309 |
|
$ 3,824 |
$ 99 |
$ - |
$ 3,923 |
|
|
March 31, 2002 |
|
|||
|
REMICs |
$ 1,804 |
$ 40 |
$ - |
$ 1,844 |
|
FHLMC mortgage-backed securities |
964 |
12 |
- |
976 |
|
FNMA mortgage-backed securities |
1,618 |
47 |
- |
1,665 |
|
$ 4,386 |
$ 99 |
$ - |
$ 4,485 |
7
<PAGE>
The contractual maturities of mortgage-backed securities classified as held to maturity are as follows (in thousands):
|
September 30, 2002 |
Amortized |
Estimated |
|
Due after one year through five years |
$ 1,036 |
$ 1,060 |
|
Due after five years through ten years |
2 |
2 |
|
Due after ten years |
2,786 |
2,861 |
|
$ 3,824 |
$ 3,923 |
Mortgage-backed securities held to maturity with an amortized cost of $