UNITED STATES
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the Fiscal Year Ended March 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission File Number: 0-22957
RIVERVIEW BANCORP, INC.
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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark whether the registrant (1) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and disclosure will not be contained, to the best of the registrant's knowledge, in any definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. X
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yes X No___
The aggregate market value of the voting stock held by nonaffiliates of the Registrant, based on the closing sales price of the registrant's Common Stock as quoted on the Nasdaq National Market System under the symbol "RVSB" on September 30, 2004 was approximately $106,742,243 (4,997,296 shares at $21.36 per share). It is assumed for purposes of this calculation that none of the registrant's officers, directors and 5% stockholders (including the Riverview Bancorp, Inc. Employee Stock Ownership Plan) are affiliates. As of May 16, 2005, there were issued and outstanding 5,015,749 shares of the registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of registrant's Definitive Proxy Statement for the 2005 Annual Meeting of Shareholders (Part III).
<PAGE>
PART I
Item 1. Business
General
Riverview Bancorp, Inc. ("the Company"), a Washington corporation, was organized on June 23, 1997 for the purpose of becoming the holding company for Riverview Savings Bank FSB, upon its reorganization as a wholly-owned subsidiary of the Company resulting from the conversion of Riverview, M.H.C., Camas, Washington, from a federal mutual holding company to a stock holding company ("Conversion and Reorganization"). The Conversion and Reorganization was completed on September 30, 1997. Riverview Savings Bank, FSB changed its name to Riverview Community Bank (the "Bank") effective June 29, 1998. On July 18, 2003, the Company completed the acquisition of Today's Bancorp, Inc. ("Today's Bancorp"). The acquisition of Today's Bancorp's $122.3 million of assets and $105.1 million of deposits were accounted for using the purchase method of accounting. At March 31, 2005, the Company had total assets of $572.6 million, total deposits of $456.9 million and shareholders' equity of $69.5 million. All references to the Company herein include the Bank where applicable.
The Bank is regulated by the Office of Thrift Supervision ("OTS"), its primary regulator, and by the Federal Deposit Insurance Corporation ("FDIC"), the insurer of its deposits. The Bank's deposits are insured by the FDIC up to applicable legal limits under the Savings Association Insurance Fund ("SAIF"). The Bank has been a member of the Federal Home Loan Bank ("FHLB") of Seattle since 1937.
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 as its primary market area. The Company is engaged primarily in the business of attracting deposits from the general public and using such 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, in fiscal 2001 to 51.37% and 13.35%, respectively, in fiscal 2005. The Company continues to change the composition of its loan portfolio and the deposit base as part of its transition to commercial banking. T he 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 increased fees for asset management 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 13 branches are located in Clark County, the second fastest growing county in the State of Washington according to the U.S. Census Bureau.
In order to support its strategy of growth without compromising its local, personal service to its customers and a 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
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reviewed for business development and cost saving purposes. The in-house processing of checks and production of images has supported the Bank's increased service to customers and at the same time has increased efficiency. The Company continues to experience growth in customer use of the 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 branch web site is www.riverviewbank.com.
Market Area
The Company conducts operations from its home office in Vancouver and 13 branch offices in Camas, Washougal, Stevenson, White Salmon, Battle Ground, Goldendale, Vancouver (six branch offices) and Longview, Washington. The Company's market area for lending and deposit taking activities encompasses Clark, Cowlitz, Skamania and Klickitat counties, throughout the Columbia River Gorge area. The Company operates a trust and financial services company, Riverview Asset Management Corp., located in downtown Vancouver, Washington. Riverview Mortgage, a mortgage broker division of the Company, originates mortgage loans (including construction loans) for various mortgage companies predominantly in the Portland, Oregon metropolitan areas, as well as for the Company. The Business and Professional Banking Division located at the downtown Vancouver main branch and the Cascade Park lending office offers commercial and business banking services.
Vancouver is located in Clark County, Washington, which is just north of Portland, Oregon. Several businesses are located in the Vancouver area because of the favorable tax structure and lower energy costs in Washington as compared to Oregon. Washington has no state income tax and Clark County operates a public electric utility that provides relatively lower cost electricity. Located in the Vancouver area are Sharp Microelectronics, Hewlett Packard, Georgia Pacific, Underwriters Laboratory and Wafer Tech, as well as several support industries. In addition to this industrial base, the Columbia River Gorge Scenic Area has been a source of tourism, which has transformed the area from its past dependence on the timber industry.
Lending Activities
General. At March 31, 2005, the Company's total net loans receivable, including loans held for sale, amounted to $429.9 million, or 75.1% of total assets at that date. The principal lending activity of the Company is the origination of mortgage loans through its mortgage banking activities, including loans collateralized by commercial properties, residential and residential construction loans. While the Company has historically emphasized real estate mortgage loans secured by one-to-four residential real estate, it has been diversifying its loan portfolio by focusing on increasing the number of originations of commercial, commercial real estate and consumer 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 area.
Loan Portfolio Analysis. The following table sets forth the composition of the Company's loan portfolio by type of loan at the dates indicated.
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|
At March 31, |
||||||||||||
|
2005 |
2004 |
2003 |
2002 |
2001 |
|
Amount |
Percent |
Amount |
Percent |
Amount |
Percent |
Amount |
Percent |
Amount |
Percent |
|
(Dollars in thousands) |
||||||||||||
|
Real estate loans: |
||||||||||||
|
One- to four- family (1) |
$ 36,569 |
8.42% |
$ 43,785 |
11.34% |
$ 59,021 |
19.38% |
$ 72,406 |
24.87% |
$115,608 |
38.69% |
||
|
Multi-family |
2,537 |
0.58 |
5,008 |
1.30 |
6,236 |
2.05 |
9,809 |
3.37 |
10,947 |
3.66 |
||
|
Construction one- to |
43,633 |
10.05 |
47,589 |
12.33 |
45,579 |
14.97 |
44,156 |
15.17 |
40,579 |
13.58 |
||
|
Construction multi- |
- |
- |
- |
- |
935 |
0.31 |
4,000 |
1.37 |
561 |
0.19 |
||
|
Construction commercial |
10,982 |
2.53 |
1,453 |
0.38 |
4,239 |
1.39 |
3,742 |
1.29 |
4,231 |
1.42 |
||
|
Land |
28,889 |
6.65 |
25,321 |
6.56 |
28,543 |
9.37 |
23,686 |
8.14 |
23,428 |
7.84 |
||
|
Commercial real estate |
223,143 |
51.37 |
176,521 |
45.73 |
100,886 |
33.13 |
83,547 |
28.70 |
55,885 |
18.70 |
||
|
Total real estate loans |
345,753 |
79.60 |
299,677 |
77.64 |
245,439 |
80.60 |
241,346 |
82.91 |
251,239 |
84.08 |
||
|
Commercial |
57,981 |
13.35 |
57,578 |
14.91 |
34,145 |
11.21 |
23,216 |
7.98 |
22,837 |
7.64 |
||
|
Consumer loans: |
||||||||||||
|
Automobile loans |
1,197 |
0.28 |
1,631 |
0.42 |
1,468 |
0.48 |
2,142 |
0.74 |
3,182 |
1.07 |
||
|
Savings account |
268 |
0.06 |
335 |
0.09 |
321 |
0.11 |
518 |
0.18 |
434 |
0.15 |
||
|
Home equity loans |
26,556 |
6.11 |
23,914 |
6.20 |
21,236 |
6.97 |
21,701 |
7.46 |
18,522 |
6.20 |
||
|
Other consumer loans |
2,599 |
0.60 |
2,880 |
0.74 |
1,941 |
0.63 |
2,144 |
0.73 |
2,563 |
0.86 |
||
|
Total consumer loans |
30,620 |
7.05 |
28,760 |
7.45 |
24,966 |
8.19 |
26,505 |
9.11 |
24,701 |
8.28 |
||
|
Total loans and loans |
434,354 |
100.00% |
386,015 |
100.00% |
304,550 |
100.00% |
291,067 |
100.00% |
298,777 |
100.00% |
||
|
Less: |
||||||||||||
|
Allowance for loan |
4,395 |
4,481 |
2,739 |
2,537 |
1,916 |
|||||||
|
Total loans receivable, |
$429,959 |
$381,534 |
$301,811 |
|
$288,530 |
$296,861 |
||||||
|
(1) Includes loans held for sale of $510,000, $407,000, $1.5 million, $1.8 million and $569,000 at March 31, 2005, 2004, 2003, 2002 and 2001, respectively. |
||||||||||||
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Commercial Real Estate Lending. As of March 31, 2005, $223.1 million, or 51.37% of the total loan portfolio was secured by commercial real estate property. The Company originates commercial real estate loans including land development, retail shopping centers, office and medical buildings, warehouses, mini-storage facilities, industrial use buildings, multi-family and assisted living facilities primarily located in our market area. loans including land development, retail shopping centers, office and medical buildings, warehouses, mini-storage facilities, industrial use buildings, multi-family and assisted living facilities primarily located in our market area.
The Company actively pursues commercial real estate loans. These loans generally are priced at a higher rate of interest than one- to four-family residential loans. Typically, these loans have higher loan balances, are more difficult to evaluate and monitor, and involve a higher degree of risk than one- to four-family residential loans. Often payments on loans secured by commercial properties are dependent on the successful operation and management of the property; therefore, repayment of these loans may be affected by adverse conditions in the real estate market or the economy. Generally loan guarantees are required and obtained from financially capable parties based upon the review of personal financial statements. If the borrower is a corporation, personal guarantees are required and obtained from the corporate principals based upon a review of their personal financial statements and individual credit reports. A portio of the commercial real estate loan portfolio is relative ly unseasoned and contains a higher risk of default and loss than single-family residential loans.
The average size loan in the commercial real estate loan portfolios was approximately $800,000 as of March 31, 2005. The Company targets individual commercial real estate loans between $500,000 and $5.0 million; however, the loan policy allows origination of loans to one borrower up to 15% of the Bank's capital. The largest commercial real estate loan as of March 31, 2005 was an office building with an outstanding principal balance at March 31, 2005 of $7.2 million located in Vancouver, Washington. This loan is performing according to the loan terms, as were all commercial real estate loans as of March 31, 2005, except for one loan on non-accrual with a balance of $198,000.
Both fixed- and adjustable-rate loans are offered on commercial real estate loans. Loans originated on a fixed-rate basis generally are originated at fixed terms up to five years, with amortization terms up to 25 years. Interest rates on fixed-rate loans are generally established utilizing the Federal Home Loan Bank of Seattle's fixed advance rate for an equivalent period plus a margin ranging from 2.5% to 3.50%. Some of the loans have established floor rates and most have some form of prepayment penalty.
Adjustable-rate commercial real estate loans are originated with variable rates that generally adjust after an initial period ranging from one to five years. Adjustable-rate commercial real estate loans are generally priced utilizing the Federal Home Loan Bank of Seattle's fixed advance rate for an equivalent period plus a margin ranging from 2.5% to 3.50%, with principal and interest payments fully amortizing over terms up to 25 years. These loans generally have a prepayment penalty. Both adjustable-rate mortgages and fixed-rate mortgages generally allow provisions for assumption of a loan by another borrower subject to lender approval and a 1% assumption fee.
The maximum loan-to-value ratio for commercial real estate loans is generally 75% for both purchases and refinances. Appraisals are required on all properties securing commercial real estate loans. Independent appraisers designated by us perform appraisals. Commercial real estate loan borrowers with outstanding balances in excess of $500,000 are required to submit annual financial statements and tax returns. The subject property is inspected at least every two years if the loan balance exceeds $500,000. A minimum pro forma debt coverage ratio of 1.20 times is required for loans secured by commercial properties.
One- to Four- Family Real Estate Lending. The majority of the residential loans are secured by one- to four- family residences located in the Company's primary market area. Underwriting standards require that one- to four- family portfolio loans generally be owner occupied and that loan amounts not exceed 80% or (95% with private mortgage insurance) of the lesser of current appraised value or cost of the underlying collateral. Terms typically range from 15 to 30 years, and the Company also offers balloon mortgage loans with terms of either five or seven years. The Company originates both fixed rate mortgages and adjustable rate mortgages ("ARMs") with repricing based on Treasury Bill or other index. The ability to generate volume in ARMs, however, is largely a function of consumer preference and the interest rate environment.
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In addition to originating one- to four- family loans for its portfolio, the Company is an active mortgage broker for several third party mortgage lenders. In recent periods, these mortgage brokerage activities have reduced the volume of fixed rate one- to- four family loans that are originated and sold by the Company. See "-Loan Originations, Sales and Purchases" and "-Mortgage Brokerage."
The Company generally sells fixed-rate mortgage loans with maturities of 15 years or more and balloon mortgages to the Federal Home Loan Mortgage Corporation ("FHLMC"), servicing retained. See "-Loan Originations, Sales and Purchases" and "-Mortgage Loan Servicing."
The retention of ARM loans in the portfolio helps reduce the Company's exposure to changes in interest rates. There are, however, unquantifiable credit risks resulting from the potential of increased costs arising from changed rates to be paid by the customer. It is possible that during periods of rising interest rates the risk of default on ARM loans may increase as a result of repricing and the increased costs to the borrower. Another consideration is that although ARM loans allow the Company to increase the sensitivity of its asset base to changes in interest rates, the extent of this interest sensitivity is limited by the periodic and lifetime interest rate adjustment limits. Because of these considerations, the Company has no assurance that yields on ARM loans will be sufficient to offset increases in its cost of funds.
While one- to four- family residential real estate loans typically are originated with 30-year terms and the Company permits its ARM loans to be assumed by qualified borrowers, these loans generally remain outstanding for substantially shorter periods because borrowers often prepay their loans in full upon sale of the property pledged as security or upon refinancing the original loan. In addition, substantially all of the fixed interest rate loans in the Company's loan portfolio contain due-on-sale clauses providing that the Company may declare the unpaid amount due and payable upon the sale of the property securing the loan. Thus, average loan maturity is a function of, among other factors, the level of purchase and sale activity in the real estate market, prevailing interest rates and the interest rates payable on outstanding loans.
The Company requires title insurance insuring the status of its lien on all of the real estate secured loans and also requires that fire and extended coverage casualty insurance (and, if appropriate, flood insurance) be maintained in an amount at least equal to the lesser of the loan balance and the replacement cost of the improvements. Where the value of the unimproved real estate exceeds the amount of the loan on the real estate, the Company may make exceptions to its property insurance requirements.
Construction Lending. The Company actively originates three types of residential construction loans: (i) speculative construction loans, (ii) custom/presold construction loans and (iii) construction/permanent loans. Subject to market conditions, the Company intends to increase its residential construction lending activities. The Company also originates construction loans for the development of multi-family and commercial properties.
At March 31, 2005 and 2004, the composition of the Company's construction loan portfolio was as follows:
|
At March 31, |
||||
|
Amount(1) |
Percent |
Amount(1) |
Percent |
|
|
(Dollars in thousands) |
||||
|
Speculative construction |
$ 43,749 |
40.61% |
$ 37,017 |
39.80% |
|
Commercial/multi-family construction |
18,912 |
17.55 |
1,453 |
1.56 |
|
Custom/presold construction |
13,300 |
12.34 |
15,949 |
17.15 |
|
Construction/permanent |
18,322 |
17.01 |
25,128 |
27.02 |
|
Construction/land |
13,453 |
12.49 |
13,461 |
14.47 |
|
Total |
$107,736 |
100.00% |
$ 93,008 |
100.00% |
(1)Includes loans in process.
Speculative construction loans are made to home builders and are termed "speculative" because the home builder does not have, at the time of loan origination, a signed contract with a home buyer who has a commitment for permanent financing
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with either the Company or another lender for the finished home. The home buyer may be identified either during or after the construction period, with the risk that the builder will have to debt service the speculative construction loan and finance real estate taxes and other carrying costs of the completed home for a significant time after the completion of construction until the home buyer is identified. At March 31, 2005, the Company had 14 borrowers with aggregate outstanding speculative loan balances of more than $1.0 million, which totaled $21.5 million and were performing according to original terms.
Unlike speculative construction loans, presold construction loans are made for homes that have buyers. Presold construction loans are made to home builders who, at the time of construction, have a signed contract with a home buyer who has a commitment for permanent financing for the finished home from the Company or another lender. Custom construction loans are made to the homeowner. Custom/presold construction loans are generally originated for a term of 12 months. At March 31, 2005, the largest custom construction loan and presold construction loan had outstanding balances of $707,000 and $472,000, respectively, and were performing according to original terms.
Construction/permanent loans are originated to the homeowner rather than the home builder along with a commitment by the Company to originate a permanent loan to the homeowner to repay the construction loan at the completion of construction. The construction phase of a construction/permanent loan generally lasts six to nine months. At the completion of construction, the Company may either originate a fixed rate mortgage loan or an ARM loan or use its mortgage brokerage capabilities to obtain permanent financing for the customer with another lender. At completion of construction, the Company-originated fixed rate permanent loan's interest rate is set at a market rate and for adjustable rate loans, the interest rates adjust on their first adjustment date. See "-Mortgage Brokerage," "-Loan Originations, Sales and Purchases" and "-Mortgage Loan Servicing." At March 31, 2005, the largest outstanding construction/permanent loan had an outstanding balance of $52 8,000 and was performing according to its original terms.
The Company also provides construction financing for non-residential properties such as multi-family and commercial properties. The Company has increased its commercial lending resources with the intent of increasing the amount of commercial real estate loan balances such as construction commercial and construction multi-family loans. Construction lending affords the Company the opportunity to achieve higher interest rates and fees with shorter terms to maturity than does its single-family permanent mortgage lending. Construction lending, however, generally involves a higher degree of risk than single-family permanent mortgage lending because of the inherent difficulty in estimating both a property's value at completion of the project and the estimated cost of the project. The nature of these loans is such that they are generally more difficult to evaluate and monitor. If the estimate of construction cost proves to be inaccurate, the Company may be required to advance funds beyond the amount originally committed to permit completion of the project. Projects may also be jeopardized by disagreements between borrowers and builders and by the failure of builders to pay subcontractors. The Company addresses these risks by adhering to strict underwriting policies, disbursement procedures and monitoring practices. In addition, because the Company's construction lending is in its primary market area, changes in the local economy and real estate market could adversely affect the Company's construction loan portfolio. Of the $14.9 million commercial construction loans outstanding at March 31, 2005, the loan commitment amount was $19.2 million. At March 31, 2005, the largest construction commercial loan had an outstanding balance of $3.9 million and was performing according to its original terms.
Multi-Family Lending. Multi-family mortgage loans generally have terms up to 25 years with a loan-to-value ratio of up to 75%. Both fixed and adjustable rate loans are offered with a variety of terms to meet the multi-family residential financing needs. At March 31, 2005, the largest multi-family mortgage loan had an outstanding loan balance of $3.9 million and was performing according to its original terms.
Multi-family mortgage lending affords the Company an opportunity to receive interest at rates higher than those generally available from one- to four- family residential lending. However, loans secured by these properties usually are greater in amount, are more difficult to evaluate and monitor and, therefore, involve a greater degree of risk than one- to four- family residential mortgage loans. Because payments on loans secured by multi-family properties are often dependent on the successful operation and management of the properties, repayment of such loans may be affected by adverse conditions in the real estate market or the economy. The Company attempts to minimize these risks by strictly scrutinizing the financial condition of the borrower, the quality of the collateral and the management of the property securing the loan. The
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Company also generally obtains personal guarantees from financially capable parties based on a review of personal financial statements.
Land Lending. The Company originates loans to local real estate developers with whom it has established relationships for the purpose of developing residential subdivisions (i.e., installing roads, sewers, water and other utilities), as well as loans to individuals to purchase building lots. Land development loans are secured by a lien on the property and made for a period not to exceed five years with an interest rate that adjusts with the prime rate, and are made with loan-to-value ratios not exceeding 75%. Monthly interest payments are required during the term of the loan. Subdivision loans are structured so that the Company is repaid in full upon the sale by the borrower of approximately 90% of the subdivision lots. All of the Company's land loans are secured by property located in its primary market area. In addition, the Company also generally obtains personal guarantees from financially capable parties based on a review of personal financial statements. At March 31, 200 5, the largest outstanding land loan was $7.1 million and was performing according to its original terms.
Loans secured by undeveloped land or improved lots involve greater risks than one- to four- family residential mortgage loans because these loans are advanced upon the predicted future value of the developed property. If the estimate of these future values proves to be inaccurate, in the event of default and foreclosure, the Company may be confronted with a property the value of which is insufficient to assure full repayment. The Company attempts to minimize this risk by limiting the maximum loan-to-value ratio on land loans to 65% of the estimated developed value of the secured property. Loans on raw land may run the risk of adverse zoning changes, environmental or other restrictions on future use.
Commercial Lending
. The Company's commercial loan portfolio has increased to 13.35% of the total loan portfolio at March 31, 2005 from 7.64% at March 31, 2001. The Company has been able to increase the balance of outstanding commercial loans and commitments as a result of the local economy, the consolidation of some local competitors offering commercial loans and the hiring of several experienced commercial bankers from competitors in the local market.Commercial loans are generally made to customers who are well known to the Company and are typically secured by all business assets or other property. The Company's commercial loans may be structured as term loans or as lines of credit. Commercial term loans are generally made to finance the purchase of assets and have maturities of five years or less. Commercial lines of credit are typically made for the purpose of providing working capital and usually have a term of one year or less. Lines of credit are made at variable rates of interest equal to a negotiated margin above an index rate and term loans are at a fixed rate. The Company also generally obtains personal guarantees from financially capable parties based on a review of personal financial statements.
Commercial lending involves greater risk than residential mortgage lending and involves risks that are different from those associated with residential and commercial real estate lending. Real estate lending is generally considered to be collateral based lending with loan amounts based on predetermined loan to collateral values and liquidation of the underlying real estate collateral is viewed as the primary source of repayment in the event of borrower default. Although commercial loans are often collateralized by equipment, inventory, accounts receivable or other business assets including real estate, the liquidation of collateral in the event of a borrower default is often an insufficient source of repayment because accounts receivable may be uncollectible and inventories and equipment may be obsolete or of limited use, among other things. Accordingly, the repayment of a commercial loan depends primarily on the cash flow of the borrower (and any guarantors), while liquidation of colla teral is a secondary and often insufficient source of repayment. At March 31, 2005, the Company had three commercial loans on nonaccrual status totaling $97,000.
Consumer Lending.
The Company originates a variety of consumer loans, including home equity lines of credit, home equity term loans, home improvement loans, loans for debt consolidation and other purposes, automobile loans, boat loans and savings account loans.Home equity lines of credit and home equity term loans are typically secured by a second mortgage on the borrower's primary residence. Home equity lines of credit are made at loan-to-value ratios of 90% or less, taking into consideration the outstanding balance on the first mortgage on the property. Home equity lines of credit have a variable interest rate while home equity term loans have a fixed rate of interest. The Company's procedures for underwriting consumer loans include an assessment of the applicant's payment history on other debts and ability to meet existing obligations and payments on
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the proposed loans. Although the applicant's creditworthiness is a primary consideration, the underwriting process also includes a comparison of the value of the security, if any, to the proposed loan amount.
Consumer loans generally entail greater risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly, such as mobile homes, automobiles, boats and recreational vehicles. In such cases, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and the remaining deficiency often does not warrant further substantial collection efforts against the borrower. In addition, consumer loan collections are dependent on the borrower's continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. These loans may also give rise to claims and defenses by the borrower against the Company as the ho lder of the loan, and a borrower may be able to assert claims and defenses, which it has against the seller of the underlying collateral. At March 31, 2005, one consumer loan for $161,000 was on nonaccrual status.
Loan Maturity. The following table sets forth certain information at March 31, 2005 regarding the dollar amount of loans maturing in the Company's portfolio based on their contractual terms to maturity, but does not include potential prepayments. Demand loans, loans having no stated schedule of repayments and no stated maturity and overdrafts are reported as due in one year or less. Loan balances do not include unearned discounts, unearned income and allowance for loan losses.
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Within One Year |
After One Year to 3 Years |
After 3 Years to 5 Years |
After 5 Years to 10 Years |
Beyond 10 Years |
Total |
|
| (In thousands) | ||||||
| Residential one- to four-family: | ||||||
| Adjustable rate | $ - | $ 21 | $ 521 | $ 812 | $ 21,013 | $ 22,367 |
| Fixed rate | 1,928 | 4,419 | 1,307 | 1,336 | 5,212 | 14,202 |
| Construction: | ||||||
| Adjustable rate | 36,065 | 7,068 | - | - | - | 43,133 |
| Fixed rate | 11,838 | 198 | - | - | - | 12,036 |
| Other real estate: | ||||||
| Adjustable rate | 41,336 | 22,790 | 14,954 | 112,893 | 7,115 | 199,088 |
| Fixed rate | 7,777 | 18,167 | 21,594 | 6,485 | 896 | 54,919 |
| Commercial: | ||||||
| Adjustable rate | 36,676 | 3,383 | 3,664 | 2,177 | - | 45,900 |
| Fixed rate | 4,097 | 4,163 | 3,596 | 233 | - | 12,089 |
| Consumer: | ||||||
| Adjustable rate | 470 | 341 | 771 | 1,180 | 21,759 | 24,521 |
| Fixed rate | 531 |
1,777 |
1,512 |
761 |
1,518 |
6,099 |
| Total net loans | $140,718 |
$62,327 |
$47,919 |
$125,877 |
$57,513 |
$434,354 |
10
<PAGE> The following table sets forth the dollar amount of all loans due one year after March 31, 2005, which have fixed interest rates or have floating or adjustable interest rates.
Fixed- Floating or (In thousands) Residential one- to four- family $ 12,274 $ 22,367 Construction loans 198 7,068 Other real estate loans 47,142 157,752 Commercial 7,992 9,224 24,051
Total
$
73,174 $
220,462 Scheduled contractual principal repayments of loans do not reflect the actual life of such assets. The average life of a loan is substantially less than its contractual terms because of prepayments. In addition, due-on-sale clauses on loans generally give the Company the right to declare loans immediately due and payable in the event, among other things, that the borrower sells the real property. The average life of mortgage loans tends to increase, however, when current mortgage loan market rates are substantially higher than rates on existing mortgage loans and, conversely, decrease when rates on existing mortgage loans are substantially higher than current mortgage loan market rates. Furthermore, management believes that a significant number of the Company's residential mortgage loans are outstanding for a period less than their contractual terms because of the transitory nature of many of the borrowers who reside in its primary market area. Loan Solicitation and Processing. The Company's lending activities are subject to the written, non-discriminatory, underwriting standards and loan origination procedures established by the Board of Directors and management. The customary sources of loan originations are realtors, walk-in customers, referrals and existing customers. The Company also uses commissioned loan brokers and print advertising to market its products and services. The Company's loan approval process is intended to assess the borrower's ability to repay the loan, the viability of the loan, the adequacy of the value of the property that will secure the loan, if any and, in the case of commercial and multi-family real estate loans, the cash flow of the project and the quality of management involved with the project. The Company's lending policy requires borrowers to obtain certain types of insurance to protect the Company's interest in any collateral securing the loan. Loans are approved at various levels of management, depending upon the amount of the loan. Loan Commitments. The Company issues commitments to originate residential mortgage loans, commercial real estate mortgage loans, consumer loans and commercial loans conditioned upon the occurrence of certain events. 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. At March 31, 2005, the Company had outstanding commitments to originate loans in the amount of $19.5 million. Loan Originations, Sales and Purchases. While the Company originates adjustable-rate and fixed-rate loans, its ability to generate each type of loan depends upon relative customer demand for loans in its primary market area. During the years ended March 31, 2005 and 2004, the Company's total loan originations, including mortgage loans originated for sale, were $434.4 million and $375.8 million, respectively, of which 83.8% and 70.4%, respectively, were subject to periodic interest rate adjustment and 15.1% and 29.6%, respectively, were fixed-rate loans. The Company customarily sells the fixed-rate residential one- to four- family mortgage loans that it originates with maturities of 15 years or more to the FHLMC as part of its asset liability strategy. The sale of these loans allows the Company to continue to make loans during periods when savings flows decline or funds are not otherwise available for lending purposes; however, the Company assumes an increased risk if these loans cannot be sold in a rising interest rate environment. Changes in the level of interest rates and the condition of the local and national economies affect the amount of loans originated by the Company and demanded by investors to whom the loans are sold. Generally, the Company's residential one- to- four family mortgage loan origination and sale activity and, therefore, its results of operations, may be 13 <PAGE> adversely affected by an increasing interest rate environment to the extent such environment results in decreased loan demand by borrowers and/or investors. Accordingly, the volume of loan originations and the profitability of this activity can vary significantly from period to period. Mortgage loans are sold to the FHLMC on a non-recourse basis whereby foreclosure losses are generally the responsibility of the FHLMC and not the Company. Servicing is retained on loans sold to FHLMC. Interest rates on residential one- to four- family mortgage loan applications are typically locked with customers and the FHLMC during the application stage for periods ranging from 30 to 90 days, the most typical period being 45 days. These loans are locked with the FHLMC under a best-efforts delivery program. The Company makes every effort to deliver these loans before their rate locks expire. This arrangement requires the Company to deliver the loans to the FHLMC within ten days of funding. Delays in funding the loans can require a lock extension. The cost of a lock extension at times is borne by the borrower and at times by the Company. These lock extension costs paid by the Company are not expected to have a material impact to operations.
Rates
Adjustable Rates
Consumer
5,568
There can be no assurance that the Company will be successful in its efforts to reduce the risk of interest rate fluctuation between the time of origination of a mortgage loan and the time of the ultimate sale of the loan. To the extent that the Company does not adequately manage its interest rate risk, the Company may incur significant mark-to-market losses or losses relating to the sale of such loans, adversely affecting its financial condition and results of operations.
The Company purchased $5.7 million of loan participations in fiscal year 2005.
14
<PAGE>
The following table shows total loans originated, sold and repaid during the periods indicated.
| For the Years Ended March 31, | |||
|
2005 |
2004 |
2003 |
|
|
|
|||
|
Total net loans receivable and loans held for sale |
$381,534 |
$301,811 |
$288,530 |
|
Loans originated: |
|||
|
Mortgage loans: |
|||
|
One- to four- family |
61,621 |
35,963 |
43,983 |
|
Multi-family |
6,826 |
2,065 |
6,936 |
|
Construction one- to four- family |
100,522 |
104,913 |
87,049 |
|
Construction commercial real estate |
- |
482 |
3,267 |
|
Construction multi-family |
- |
341 |
2,597 |
|
Land and commercial real estate |
120,201 |
93,241 |
59,954 |
|
Commercial |
136,726 |
101,432 |
68,083 |
|
Consumer |
2,859 |
31,135 |
23,784 |
|
Total loans originated |
428,755 |
369,572 |
295,653 |
|
Loans purchased: |
|||
|
One- to four- family |
- |
- |
1,021 |
|
Multi-family |
127 |
- |
- |
|
Land and commercial real estate |
5,537 |
6,267 |
1,717 |
|
Total loans originated |
5,664 |
6,267 |
2,738 |
|
Residential one- to four- family loans sold |
(22,840) |
(51,567) |
(56,097) |
|
Repayment of principal |
(363,607) |
(329,443) |
(227,101) |
|
Today's Bank acquisition |
- |
85,610 |
- |
|
Increase (decrease) in other items, net |
453 |
(716) |
(1,912) |
|
Net increase in loans |
48,425 |
79,723 |
13,281 |
|
Total net loans receivable and loans held for |
$429,959 |
$381,534 |
$301,811 |
Mortgage Brokerage. In addition to originating mortgage loans for retention in its portfolio, the Company employs ten commissioned brokers who originate mortgage loans (including construction loans) for various mortgage companies predominately in the Portland metropolitan area, as well as for the Company. The loans brokered to mortgage companies are closed in the name of and funded by the purchasing mortgage company and are not originated as an asset of the Company. In return, the Company receives a fee ranging from 1% to 1.5% of the loan amount that it shares with the commissioned broker. Loans brokered to the Company are closed on the Company's books as if the Company had originated them and the commissioned broker receives a fee of approximately 0.50% of the loan amount. During the year ended March 31, 2005, brokered loans totaled $194.4 million (including $59.1 million brokered to the Company). Gross fees of $1.5 million (excluding the portion of fees shared with the commis sioned brokers) were recognized for the year ended March 31, 2005. The interest rate environment has a strong influence on the loan volume and amount of fees generated from the mortgage broker activity. In general, during periods of rising interest rates such as we are currently experiencing, the volume of loans and amount of loan fees generally decreases as a result of slower mortgage loan demand.
Conversely, during periods of falling interest rates, the volume of loans and amount of loan fees generally increase as a result of the increased mortgage loan demand.Mortgage Loan Servicing. The Company is a qualified servicer for the FHLMC. The Company's general policy is to close its residential loans on the FHLMC modified loan documents to facilitate future sales to the FHLMC. Upon sale, the
15
<PAGE>
Company continues to collect payments on the loans, to supervise foreclosure proceedings, if necessary, and otherwise to service the loans.
The Company generally retains the servicing rights on the fixed-rate mortgage loans that it sells to the FHLMC. At March 31, 2005, total loans serviced for others were $129.4 million.
The value of loans serviced for others is significantly affected by interest rates. In general, during periods of falling interest rates, mortgage loans repay at faster rates and the value of the mortgage servicing declines. Conversely, during periods of rising interest rates, the value of the mortgage servicing rights generally increases as a result of slower rates of prepayments. The Company may be required to recognize this decrease in value by taking a charge against its earnings, which would cause its net income to decrease. The Company has experienced a decrease and an increase in prepayments of mortgages as interest rates have dramatically changed during the past two years, which has impacted the value of the servicing asset. Accordingly, the Company recognized a decrease of $22,000 and $307,000 for fiscal years 2005 and 2004, respectively in its valuation allowance for mortgage servicing rights reflecting the increase in mortgage interest rates and slowing of prepayments. We believe, based on historical experience, that the amount of prepayments and the related impairment charges should decrease as interest rates increase.
Loan Origination and Other Fees. The Company generally receives loan origination fees and discount "points." Loan fees and points are a percentage of the principal amount of the loan that is charged to the borrower for funding the loan. The Company usually charges origination fees of 1.5% to 2.0% on one- to four- family residential real estate loans, long-term commercial real estate loans and residential construction loans. Commercial loan fees are based on terms of the individual loan. Current accounting standards require fees received for originating loans to be deferred and amortized into interest income over the contractual life of the loan. Deferred fees associated with loans that are sold are recognized as gain on sale of loans. The Company had $3.1 million of net deferred loan fees at March 31, 2005. The Company also receives loan servicing fees on the loans it sells and on which it retains the servicing rights. See Note 9 of the Notes to the Consolidated Financial S tatements contained in Item 8 of this Form 10-K.
Delinquencies. The Company's collection procedures for all loans except consumer loans provide for a series of contacts with delinquent borrowers. A late charge delinquency notice is first sent to the borrower when the loan secured by real estate becomes 17 days past due. A follow-up telephone call, or letter if the borrower cannot be contacted by telephone, is made when the loan becomes 22 days past due. A delinquency notice is sent to the borrower when the loan becomes 30 days past due. When payment becomes 60 days past due, a notice of default letter is sent to the borrower stating that foreclosure proceedings will commence unless the delinquency is cured. If a loan continues in a delinquent status for 90 days or more, the Company generally initiates foreclosure proceedings. In certain instances, however, the Company may decide to modify the loan or grant a limited moratorium on loan payments to enable borrowers to reorganize their financial affairs.
A delinquent consumer loan borrower is contacted when the loan is 15 days past due. A letter of intent to repossess collateral is mailed to the borrower after the loan becomes 45 days past due and repossession proceedings are initiated after the loan becomes 90 days delinquent.
Delinquencies in commercial loans are handled on a case-by-case basis. Generally, notices are sent and personal contact is made with the borrower when the loan is 15 days past due. Loan officers are responsible for collecting loans they originate or that are assigned to them. Depending on the nature of the loan or type of collateral securing the loan, negotiations, or other actions, are undertaken depending upon the circumstances.
Nonperforming Assets. Loans are reviewed regularly and it is the Company's general policy that when a loan is 90 days delinquent or when collection of interest appears doubtful, it is placed on nonaccrual status, at which time the accrual of interest ceases and the reserve for any unrecoverable accrued interest is established and charged against operations. Typically, payments received on a nonaccrual loan are applied to the outstanding principal and interest as determined at the time of collection of the loan.
16
<PAGE>
Real estate owned is real estate acquired in settlement of loans and consists of real estate acquired through foreclosure or deeds in lieu of foreclosure. The acquired real estate is recorded at net realizable value. The Company periodically reviews the property's net realizable value and a charge to operations is taken if the property's recorded value exceeds the property's net realizable value.
The following table sets forth information with respect to the Company's nonperforming assets. At the dates indicated, the Company had no restructured loans within the meaning of Statement of Financial Accounting Standards ("SFAS") No. 15 (as amended by SFAS No. 114), Accounting by Debtors and Creditors for Troubled Debt Restructuring.
|
At March 31, |
|||||
|
2005 |
2004 |
2003 |
2002 |
2001 |
|
|
(Dollars in thousands) |
|||||
|
Loans accounted for on a nonaccrual basis: |
|||||
|
Residential real estate |
$ - |
$ 24 |
$ 301 |
$ 830 |
$ 153 |
|
Commercial real estate |
198 |
309 |
- |
297 |
- |
|
Land |
- |
31 |
- |
180 |
- |
|
Commercial |
97 |
872 |
- |
54 |
50 |
|
Consumer |
161 |
65 |
22 |
39 |
116 |
|
Total |
456 |
1,301 |
323 |
1,400 |
319 |
|
Accruing loans which are contractually |
- - |
- -
|
- -
|
122 |
226
|
|
Total of nonaccrual and |
456 |
1,301 |
323 |
1,522 |
545 |
|
Real estate owned (net) |
270 |
742 |
425 |
853 |
473 |
|
Total nonperforming assets |
$ 726 |
$ 2,043 |
$ 748 |
$ 2,375 |
$ 1,018 |
|
Total loans delinquent 90 days |
0.10% |
0.34% |
0.11% |
0.53% |
0.18% |
|
Total loans delinquent 90 days or |
0.08 |
0.25 |
0.08 |
0.39 |
0.13 |
|
Total nonperforming assets to total assets |
0.13 |
0.39 |
0.18 |
0.61 |
0.24 |
The gross amount of interest income on the nonaccrual loans that would have been recorded during the year ended March 31, 2005 if the nonaccrual loans had been current in accordance with their original terms was approximately $34,000. For the year ended March 31, 2005, $9,000 was earned on the nonaccrual loans and included in interest and fees on loans receivable interest income.
Loans not included in nonperforming or past due categories, but where information about possible credit problems causes management to be uncertain abo