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
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

900 Washington, Suite 900 Vancouver, WA 98660
(Address of principal executive office)

Registrant's telephone number, including area code: (360)693-6650

Check whether the registrant: (1) filed all reports required to be filed by Sections 13 or 15(d) of the Exchange Act during the past 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No_.

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

        Notes to Consolidated Financial Statements             5-13

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                                    25

SIGNATURES                                                       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,
2002

MARCH 31,
2002

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
  (amortized cost of $23,923 and $18,925)

23,480

18,275

Mortgage-backed securities held to maturity, at amortized
  cost (fair value of $3,923 and $4,485)

3,824

4,386

Mortgage-backed securities available for sale, at fair value
  (amortized cost of $25,330 and $36,462)

25,967

36,999

Loans receivable (net of allowance for loan losses of $2,689
  and $2,537)

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
  outstanding, none

-

-

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
  and development plan

(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
CONSOLIDATED STATEMENTS OF INCOME


Three Months Ended
September 30,


Six Months Ended
September 30,

(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:
    Unrealized holding gain on
    securities of $203 net of $105
    tax effect.

-

-

-

-

-

-

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


NONCASH INVESTING AND FINANCING ACTIVITIES:

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 Presentation

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. However, all adjustments 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
Cost


Gross
Unrealized
Gains


Gross
Unrealized
Losses


Estimated
Fair
Value


         

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
Cost


Estimated
Fair Value


     

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
Cost


Gross
Unrealized
Gains


Gross
Unrealized
Losses


Estimated
Fair
Value


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
Cost


Estimated
Fair
Value


     

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 $