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RIVERVIEW BANCORP INC - Quarter Report: 2008 September (Form 10-Q)

q1104.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q

[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

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 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 
 
Indicate by check mark whether the registrant (1) has 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  Check one:
 
 
  Large accelerated filer (  )  Accelerated filer (X) 
  Non-accelerated filer (  )   Smaller reporting company (  ) 
 
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).
Yes         No X

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 per share, 10,923,773 shares outstanding as of November 1, 2008.

 
 

 
 


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, 2008 and March 31, 2008 
  
1
     
 
Consolidated Statements of Income
Three months and Six months Ended September 30, 2008 and 2007 
  
2
     
 
Consolidated Statements of Shareholders' Equity
Year Ended March 31, 2008 and the Six months Ended September 30, 2008 
 
3
     
 
Consolidated Statements of Cash Flows
Six months Ended September 30, 2008 and 2007 
 
4
     
  Notes to Consolidated Financial Statements 
 5-15
     
 Item 2:  
Management's Discussion and Analysis of
Financial Condition and Results of Operations  
 16-28
     
Item 3:  Quantitative and Qualitative Disclosures About Market Risk    
 28
     
Item 4:  Controls and Procedures 
 28
     
Part II.   Other Information  
 29-31
     
Item 1:   Legal Proceedings   
     
Item 1A:   Risk Factors   
     
Item 2:  Unregistered Sale of Equity Securities and Use of Proceeds   
     
Item 3:  Defaults Upon Senior Securities   
     
Item 4:   Submission of Matters to a Vote of Security Holders   
     
Item 5:  Other Information   
     
Item 6:  Exhibits   
     
SIGNATURES 
 32
   
EXHIBIT INDEX  
 33
     
                     

                     

Part I. Financial Information
Item 1. Financial Statements (Unaudited)

RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2008 AND MARCH 31, 2008


(In thousands, except share and per share data) (Unaudited)
 
September 30,
2008
   
March 31,
2008
 
ASSETS
           
Cash (including interest-earning accounts of $11,786 and $14,238)
$
26,214
 
$
     36,439 
 
Loans held for sale
 
773
   
   
Investment securities held to maturity, at amortized cost
(fair value of $536)
 
536
   
   
Investment securities available for sale, at fair value
(amortized cost of $9,371 and $7,825)
 
9,473
   
7,487 
 
Mortgage-backed securities held to maturity, at amortized
cost (fair value of $701 and $892)
 
698
   
885 
 
Mortgage-backed securities available for sale, at fair value
(amortized cost of $4,619 and $5,331)
 
4,567
   
5,338 
 
Loans receivable (net of allowance for loan losses of $16,124 and $10,687)
 
770,391
   
756,538 
 
Real estate and other personal property owned
 
699
   
494 
 
Prepaid expenses and other assets
 
6,102
   
2,679 
 
Accrued interest receivable
 
3,280
   
3,436 
 
Federal Home Loan Bank stock, at cost
 
7,350
   
7,350 
 
Premises and equipment, net
 
20,281
   
21,026 
 
Deferred income taxes, net
 
4,442
   
4,571 
   
Mortgage servicing rights, net
 
271
   
302 
 
Goodwill
 
25,572
   
25,572 
 
Core deposit intangible, net
 
488
   
556 
 
Bank owned life insurance
 
14,470
   
     14,176 
 
TOTAL ASSETS
$
895,607
 
$
   886,849 
 
 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY
           
             
LIABILITIES:
           
Deposit accounts
$
637,490
 
$
   667,000 
 
Accrued expenses and other liabilities
 
7,675
   
8,654 
 
Advanced payments by borrowers for taxes and insurance
 
375
   
393 
   
Federal Home Loan Bank advances
 
136,660
   
      92,850 
 
Junior subordinated debentures
 
22,681
   
       22,681 
 
Capital lease obligations
 
2,668
   
        2,686 
 
Total liabilities
 
807,549
   
     794,264 
 
 
COMMITMENTS AND CONTINGENCIES (See 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,
           
issued and outstanding:
           
September 30, 2008 – 10,923,773 issued and outstanding
 
109
   
109 
 
March 31, 2008 – 10,913,773 issued and outstanding
           
Additional paid-in capital
 
46,846
   
46,799 
 
Retained earnings
 
42,024
   
46,871 
 
Unearned shares issued to employee stock ownership trust
 
(954
 )
 
(976 
)
Accumulated other comprehensive income (loss)
 
33
   
          (218 
)
Total shareholders’ equity
 
88,058
   
      92,585 
   
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
895,607
 
$
   886,849 
   

See notes to consolidated financial statements.



1



RIVERVIEW BANCORP, INC. AND SUBSIDIARY
                               
                                 
CONSOLIDATED STATEMENTS OF INCOME
                               
FOR THE THREE AND SIX MONTHS ENDED
   
Three months Ended
     
Six months Ended
 
SEPTEMBER 30, 2008 AND 2007 
   
September 30,
     
September 30,
 
(In thousands, except share and per share data) (Unaudited) 
   
2008 
     
2007 
     
2008 
     
2007 
 
INTEREST INCOME:
                               
                                 
Interest and fees on loans receivable
  $ 13,425     $ 14,631     $ 26,749     $ 29,511  
Interest on investment securities – taxable
    121       140       177       312  
Interest on investment securities – non-taxable
    37       38       69       76  
Interest on mortgage-backed securities
    55       85       116       176  
Other interest and dividends
    91       420       184       663  
Total interest and dividend income
    13,729       15,314       27,295       30,738  
                                 
INTEREST EXPENSE:
                               
Interest on deposits
    3,800       6,033       7,906       12,223  
Interest on borrowings
    1,287       587       2,380       993  
Total interest expense
    5,087       6,620       10,286       13,216  
Net interest income
    8,642       8,694       17,009       17,522  
Less provision for loan losses
    7,200       400       9,950       450  
Net interest income after provision for loan losses
    1,442       8,294       7,059       17,072  
                                 
NON-INTEREST INCOME:
                               
Fees and service charges
    1,219       1,382       2,429       2,809  
Asset management fees
    547       513       1,171       1,061  
Net gain on sale of loans held for sale
    81       92       133       183  
Impairment of investment security
    (3,414 )     -       (3,414 )     -  
Loan servicing income
    33       27       61       66  
Bank owned life insurance
    148       140       294       279  
Other
    73       62       195       120  
Total non-interest income (loss)
    (1,313 )     2,216       869       4,518  
                                 
NON-INTEREST EXPENSE:
                               
Salaries and employee benefits
    3,740       3,908       7,624       7,876  
Occupancy and depreciation
    1,251       1,244       2,484       2,546  
Data processing
    208       208       407       376  
Amortization of core deposit intangible
    33       38       68       80  
Advertising and marketing expense
    255       370       436       652  
FDIC insurance premium
    157       19       271       38  
State and local taxes
    169       178       344       349  
Telecommunications
    114       92       238       196  
Professional fees
    248       172       450       395  
Other
    533       602       1,053       1,104  
Total non-interest expense
    6,708       6,831       13,375       13,612  
                                 
INCOME (LOSS) BEFORE INCOME TAXES
    (6,579 )     3,679       (5,447 )     7,978  
PROVISION (BENEFIT) FOR INCOME TAXES
    (2,381 )     1,249       (2,042 )     2,709  
NET INCOME (LOSS)
  $ (4,198 )   $ 2,430     $ (3,405 )   $ 5,269  
                                 
Earnings (loss) per common share:
                               
Basic
  $ (0.39 )   $ 0.22     $ (0.32 )   $ 0.47  
Diluted
    (0.39 )     0.22       (0.32 )     0.47  
Weighted average number of shares outstanding:
                               
Basic
    10,692,838       10,904,464       10,685,459       11,146,813  
Diluted
    10,692,838       11,026,598       10,685,459       11,275,562  
                                 
                                 
                See notes to consolidated financial statements.

 
2

 


RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED MARCH 31, 2008
AND THE SIX MONTHS ENDED SEPTEMBER 30, 2008
(In thousands, except share data) (Unaudited)
 
Common Stock
   
Additional Paid-In Capital
   
Retained
Earnings
   
Unearned
Shares
Issued to
Employee
Stock Ownership
Trust
   
Accumulated
Other
Comprehensive
Income (Loss)
   
Total
 
 
Shares
   
Amount
                     
                                           
Balance April 1, 2007
 
11,707,980
 
$
117
 
$
   58,438
 
$
   42,848
 
$
    (1,108
)
$
 (86
)
$
 100,209
 
                                           
Cash dividends ($0.42 per share)
 
-
   
-
   
-
   
(4,556
)
 
-
   
-
   
(4,556
)
Exercise of stock options
 
95,620
   
1
   
707
   
-
   
-
   
-
   
708
 
Stock repurchased and retired
 
(889,827
)
 
(9
)
 
(12,634
)
 
-
   
-
   
-
   
(12,643
)
FIN 48 transition adjustment
 
-
   
-
   
-
   
(65
)
 
-
   
-
   
(65
)
Earned ESOP shares
 
-
   
-
   
282
   
-
   
132
   
-
   
414
 
Tax benefit, stock options
 
                -
   
             -
   
             6
   
              -
   
              -
   
              -
   
          6
 
   
10,913,773
   
109
   
46,799
   
38,227
   
(976
)
 
(86
)
 
84,073
 
                                           
Comprehensive income:
                                         
Net income
 
-
   
-
   
-
   
8,644
   
-
   
-
   
8,644
 
Other comprehensive income:
                                         
Unrealized holding loss on
                                         
securities of $132  (net of $69 tax effect)
 
-
   
-
   
-
   
-
   
-
   
(132
)
 
     (132
)
                                           
Total comprehensive income
 
                -
   
             -
   
              -
   
              -
   
               -
   
               -
   
    8,512
 
Balance March 31, 2008
 
10,913,773
   
       109
   
   46,799
   
   46,871
   
       (976
)
 
       (218
)
 
92,585
 
                                           
Cash dividends ($0.135 per share)
 
-
   
-
   
-
   
(1,442
)
 
-
   
-
   
(1,442
)
Exercise of stock options
 
10,000
   
-
   
70
   
-
   
-
   
-
   
70
 
Earned ESOP shares
 
-
   
-
   
(23
)
 
-
   
22
   
-
   
(1
)
   
10,923,773
   
109
   
46,846
   
45,429
   
(954
)
 
(218
)
 
91,212
 
                                           
Comprehensive income:
                                         
Net loss
 
-
   
-
   
-
   
(3,405
)
 
-
   
-
   
(3,405
)
Other comprehensive income:
                                         
Unrealized holding loss on
                                         
securities of $2,002 (net of $1,031 tax effect) less reclassification adjustment for net losses included in net income of $2,253 (net of $1,161 tax effect)
 
-
   
-
   
-
   
-
   
-
   
251
   
251
 
                                           
Total comprehensive income
 
-
   
-
   
-
   
-
   
-
         
(3,154
)
Balance September 30, 2008
 
10,923,773
   
109
   
46,846
   
42,024
   
(954
)
 
33
   
88,058
 
                                           

See notes to consolidated financial statements.

 
3

 
RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2008 AND 2007

(In thousands) (Unaudited)
 
2008
   
2007
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income (loss)
$
(3,405
)
$
5,269
 
Adjustments to reconcile net income to cash provided by operating activities:
           
Depreciation and amortization
 
1,086
   
1,102
 
Mortgage servicing rights valuation adjustment
 
(4
)
 
(14
)
Provision for loan losses
 
9,950
   
450
 
Noncash expense (income) related to ESOP
 
(1
)
 
176
 
Increase (decrease) in deferred loan origination fees, net of amortization
 
296
   
(34
)
Origination of loans held for sale
 
(6,674)
   
(8,524
)
Proceeds from sales of loans held for sale
 
5,908
   
7,949
 
Excess tax benefit from stock based compensation
 
(11
)
 
(7
)
Net loss (gain) on loans held for sale, sale of real estate owned,
mortgage-backed securities, investment securities and premises and equipment
 
3,294
   
(183
)
Income from bank owned life insurance
 
(294
)
 
(279
)
Changes in assets and liabilities:
           
Prepaid expenses and other assets
 
(3,410
)
 
(580
)
Accrued interest receivable
 
156
   
(28
)
Accrued expenses and other liabilities
 
(448
)
 
(1,056
)
Net cash provided by operating activities
 
6,443
   
4,241
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
           
Loan originations, net
 
(24,395
)
 
(4,853
)
Proceeds from call, maturity, or sale of investment securities available for sale
 
-
   
10,490
 
Principal repayments on investment securities available for sale
 
37
   
   37
 
Purchase of investment securities held to maturity
 
(536
)
 
-
 
Purchase of investment securities available for sale
 
(5,000
)
 
-
 
Principal repayments on mortgage-backed securities available for sale
 
713
   
735
 
Principal repayments on mortgage-backed securities held to maturity
 
187
   
205
 
Purchase of premises and equipment and capitalized software
 
(272
)
 
(761
)
Proceeds from sale of real estate owned and premises and equipment
 
174
   
              -
 
Net cash provided (used) in investing activities
 
(29,092
)
 
    5,853
 
             
CASH FLOWS FROM FINANCING ACTIVITIES
           
Net decrease in deposit accounts
 
(29,510
)
 
(5,620
)
Dividends paid
 
(1,921
)
 
(2,386
)
Repurchase of common stock
 
-
   
(11,238
)
Proceeds from advances from FHLB
 
359,610
   
77,200
 
Repayment of advances from FHLB
 
(315,800
)
 
(78,650
)
Proceeds from issuance of subordinated debentures
 
-
   
15,464
 
Principal payments under capital lease obligation
 
(18
)
 
(17
)
Net decrease in advance payments by borrowers
 
(18
)
 
(21
)
Excess tax benefit from stock based compensation
 
11
   
7
 
Proceeds from exercise of stock options
 
70
   
         621
 
Net cash provided (used) by financing activities
 
12,424
   
       (4,640
)
 
NET INCREASE (DECREASE) IN CASH
 
(10,225
)
 
5,454
 
CASH, BEGINNING OF PERIOD
 
36,439
   
     31,423
 
CASH, END OF PERIOD
$
26,214
 
$
  36,877
 
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
           
Cash paid during the year for:
           
Interest
$
10,386
 
$
     13,139
 
Income taxes
 
1,517
   
2,912
 
             
             
NONCASH INVESTING AND FINANCING ACTIVITIES:
           
Transfer of loans to real estate owned, net
$
385
 
$
   74
 
Dividends declared and accrued in other liabilities
 
480
   
1,181
 
Fair value adjustment to securities available for sale
 
381
   
56
 
Income tax effect related to fair value adjustment
 
(129
)
 
(19
)
Premises and equipment purchases included in accounts payable
 
17
   
225
 

See notes to consolidated financial statements.
 
 
4

RIVERVIEW BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
1.  
BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Quarterly Reports on 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 (“GAAP”).  However, all adjustments that 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. Annual Report on Form 10-K for the year ended March 31, 2008 (“2008 Form 10-K”). The results of operations for the six months ended September 30, 2008 are not necessarily indicative of the results which may be expected for the fiscal year ending March 31, 2009. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

2.  
PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of Riverview Bancorp, Inc. (“Bancorp” or the “Company”); its wholly-owned subsidiary, Riverview Community Bank (“Bank”); the Bank’s wholly-owned subsidiary, Riverview Services, Inc.; and the Bank’s majority-owned subsidiary, Riverview Asset Management Corp. (“RAM Corp.”)  All inter-company transactions and balances have been eliminated in consolidation.

3.  
STOCK PLANS AND STOCK-BASED COMPENSATION

In July 1998, shareholders of the Company approved the adoption of the 1998 Stock Option Plan (“1998 Plan”). The 1998 Plan was effective October 1, 1998 and expires on October 1, 2008.  Under the 1998 Plan, the Company may grant both incentive and non-qualified stock options to purchase up to 714,150 shares of its common stock to officers, directors and employees. Each option granted under the 1998 Plan has an exercise price equal to the fair market value of the Company’s common stock on the date of the grant, a maximum term of ten years and a vesting period from zero to five years. At September 30, 2008, there were options for 8,062 shares of the Company’s common stock available for future grant under the 1998 Plan.

In July 2003, shareholders of the Company approved the adoption of the 2003 Stock Option Plan (“2003 Plan”). The 2003 Plan was effective July 2003 and will expire on the tenth anniversary of the effective date, unless terminated sooner by the Board. Under the 2003 Plan, the Company may grant both incentive and non-qualified stock options to purchase up to 458,554 shares of its common stock to officers, directors and employees. Each option granted under the 2003 Plan has an exercise price equal to the fair market value of the Company’s common stock on the date of grant, a maximum term of ten years and a vesting period from zero to five years.  At September 30, 2008, there were options for 190,154 shares of the Company’s common stock available for future grant under the 2003 Plan.

The following table presents information on stock options outstanding for the periods shown.

 
Six months Ended
September 30, 2008
 
Year Ended
March 31, 2008
 
 
Number of Shares
   
Weighted Average
Exercise
Price
 
Number of Shares
   
Weighted Average
 Exercise
Price
 
Balance, beginning of period
424,972
 
$
11.02
 
526,192
 
$
    10.41
 
Grants
38,500
   
6.30
 
20,000
   
     13.42
 
Options exercised
(10,000
)
 
4.70
 
   (95,620
)
 
       7.68
 
Forfeited
(40,000
)
 
11.46
 
   (25,600
)
 
     12.69
 
Balance, end of period
413,472
 
$
10.69
 
  424,972
 
$
  11.02
 



5


The following table presents information on stock options outstanding for the periods shown, less estimated forfeitures.

   
Six months Ended
September 30, 2008
   
Year Ended
March 31, 2008
 
Intrinsic value of options exercised in the period
  $ 31,400     $ 613,283  
Stock options fully vested and expected to vest:
               
Number
    409,147       422,572  
Weighted average exercise price
  $ 10.71     $ 11.02  
Aggregate intrinsic value
  $ (1,942,283 )   $ (437,882 )
Weighted average contractual term of options (years)
    7.15       6.82  
Stock options vested and currently exercisable:
               
Number
    359,672       397,372  
Weighted average exercise price
  $ 11.07     $ 10.94  
Aggregate intrinsic value
  $ (1,837,923 )   $ (382,675 )
Weighted average contractual term of options (years)
    5.84       6.31  

Stock-based compensation expense related to stock options for the six months ended September 30, 2008 and 2007 was approximately $12,000 and $20,000, respectively.  As of September 30, 2008, there was approximately $64,000 of unrecognized compensation expense related to unvested stock options, which will be recognized over the remaining vesting periods of the underlying stock options.

The Company recognizes compensation expense for stock options in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123 (Revised), “Share-Based Payment,” (“SFAS 123R”). The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes based stock option valuation model. The fair value of all awards is amortized on a straight-line basis over the requisite service periods, which are generally the vesting periods. The Black-Scholes model uses the assumptions listed in the table below. The expected life of options granted represents the period of time that they are expected to be outstanding. The expected life is determined based on historical experience with similar options, giving consideration to the contractual terms and vesting schedules. Expected volatility was estimated at the date of grant based on the historical volatility of the Company’s common stock. Expected dividends are based on dividend trends and the market value of the Company’s common stock at the time of grant. The risk-free interest rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of the grant.  During the six months ended September 30, 2008 and 2007, the Company granted 38,500 and 15,000 stock options, respectively.  The weighted average fair value of stock options granted during the six months ended September 30, 2008 and 2007 was $1.09 and $2.31 per option, respectively.

   
Risk Free
Interest Rate
   
Expected
Life (years)
   
Expected
Volatility
   
Expected
Dividends
 
 
Fiscal 2009
    2.99 %     6.25       20.20 %     2.77 %
 
Fiscal 2008
    4.82 %     6.25       14.69 %     3.11 %

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 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.  In accordance with Statement of Position (“SOP”) 93-6, Employer’s Accounting for Employee Stock Ownership Plans, shares owned by the Company’s Employee Stock Ownership Plan (“ESOP”) that have not been allocated are not considered to be outstanding for the purpose of computing earnings per share.  For the three months and six months ended September 30, 2008, stock options for 413,472 shares of common stock were excluded in computing diluted EPS because they were antidilutive.  There were no antidilutive stock options for the three months and six months ended September 30, 2007.

 
6

 


   
Three months Ended
 September 30,
   
Six months Ended
 September 30,
 
   
2008
   
2007
   
2008
   
2007
 
Basic EPS computation:
                       
Numerator-net income (loss)
  $ (4,198,000 )   $ 2,430,000     $ (3,405,000 )   $ 5,269,000  
Denominator-weighted average common shares outstanding
    10,692,838       10,904,464       10,685,459       11,146,813  
Basic EPS
  $ (0.39 )   $ 0.22     $ (0.32 )   $ 0.47  
Diluted EPS computation:
                               
Numerator-net income (loss)
  $ (4,198,000 )   $ 2,430,000     $ (3,405,000 )   $ 5,269,000  
Denominator-weighted average common shares outstanding
    10,692,838       10,904,464       10,685,459       11,146,813  
Effect of dilutive stock options
    -       122,134       -       128,749  
Weighted average common shares
                               
and common stock equivalents
    10,692,838       11,026,598       10,685,459       11,275,562  
Diluted EPS
  $ (0.39 )   $ 0.22     $ (0.32 )   $ 0.47  

5.  
INVESTMENT SECURITIES

The amortized cost and approximate fair value of investment securities held to maturity consisted of the following (in thousands):

   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Estimated
Fair Value
 
September 30, 2008
                       
Municipal bonds
  $ 536     $ -     $ -     $ 536  
                                 

The contractual maturities of investment securities held to maturity are as follows (in thousands):
 
 
September 30, 2008
 
Amortized
Cost
   
Estimated
Fair Value
 
Due in one year or less
  $ -     $ -  
Due after one year through five years
    -       -  
Due after five years through ten years
    -       -  
Due after ten years
    536       536  
Total
  $ 536     $ 536  

The amortized cost and approximate fair value of investment securities available for sale consisted of the following (in thousands):
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Estimated
 Fair Value
 
September 30, 2008
                       
Trust preferred
  $ 1,586     $ -     $ -     $ 1,586  
Agency securities
    5,000       70       -       5,070  
Municipal bonds
    2,785       32       -       2,817  
Total
  $ 9,371     $ 102     $ -     $ 9,473  
                                 
March 31, 2008
                               
Trust Preferred
  $ 5,000     $ -     $ (388 )   $ 4,612  
Municipal bonds
    2,825       50       -       2,875  
Total
  $ 7,825     $ 50     $ (388 )   $ 7,487  
                                 


 
7

 

The contractual maturities of investment securities available for sale are as follows (in thousands):
 
 
September 30, 2008
 
Amortized
Cost
   
Estimated
Fair Value
 
Due in one year or less
  $ 481     $ 483  
Due after one year through five years
    5,530       5,611  
Due after five years through ten years
    619       638  
Due after ten years
    2,741       2,741  
Total
  $ 9,371     $ 9,473  

Investment securities with an amortized cost of $1.1 million and a fair value of $1.2 million at September 30, 2008 and March 31, 2008, were pledged as collateral for treasury tax and loan funds held by the Bank.  Investment securities with an amortized cost of $1.4 million and $484,000 and a fair value of $1.5 million and $491,000 at September 30, 2008 and March 31, 2008, respectively, were pledged as collateral for government public funds held by the Bank.

The fair value of temporarily impaired securities, the amount of unrealized losses and the length of time these unrealized losses existed as of March 31, 2008 are as follows (in thousands):

   
Less than 12 months
   
12 months or longer
   
            Total
 
Description of Securities
 
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
 
                                     
    Trust Preferred
  $ 4,612     $ (388 )   $ -     $ -     $ 4,612     $ (388 )

In the second quarter of fiscal 2009, the Company recognized a $3.4 million non-cash other than temporary impairment (OTTI) charge on the above investment security.  Based on a number of factors, including the magnitude of the decline in the estimated fair value below the Company’s cost and a decline in the investment rating of the security, management concluded that the decline in value was other than temporary at September 30, 2008.  Accordingly, the non-cash impairment charge was realized on the accompanying consolidated statements of income.

The Company realized no gains or losses on sales of investment securities for the six month periods ended September 30, 2008 and 2007.

6.  
MORTGAGE-BACKED SECURITIES

Mortgage-backed securities held to maturity consisted of the following (in thousands):

September 30, 2008
 
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Estimated
Fair
Value
 
Real estate mortgage investment conduits
  $ 468     $ -     $ (1 )   $ 467  
FHLMC mortgage-backed securities
    99       1       -       100  
FNMA mortgage-backed securities
    131       3       -       134  
Total
  $ 698     $ 4     $ (1 )   $ 701  
                                 
                                 
March 31, 2008
                               
Real estate mortgage investment conduits
  $ 624     $ 2     $ -     $ 626  
FHLMC mortgage-backed securities
    104       1       -       105  
FNMA mortgage-backed securities
    157       4       -       161  
Total
  $ 885     $ 7     $ -     $ 892  

 
The contractual maturities of mortgage-backed securities classified as held to maturity are as follows (in thousands):
 
September 30, 2008
 
Amortized
Cost
   
Estimated
Fair Value
 
Due in one year or less
  $ -     $ -  
Due after one year through five years
    4       5  
Due after five years through ten years
    7       7  
Due after ten years
    687       689  
Total
  $ 698     $ 701  


8

Mortgage-backed securities held to maturity with an amortized cost of $581,000 and $631,000 and a fair value of $581,000 and $633,000 at September 30, 2008 and March 31, 2008, respectively, were pledged as collateral for government public funds held by the Bank. Mortgage-backed securities held to maturity with an amortized cost of $113,000 and $138,000 and a fair value of $114,000 and $141,000 at September 30, 2008 and March 31, 2008, respectively, were pledged as collateral for treasury tax and loan funds held by the Bank. The real estate mortgage investment conduits consist of Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”) and Federal National Mortgage Association (“FNMA” or “Fannie Mae”) securities.

Mortgage-backed securities available for sale consisted of the following (in thousands):

September 30, 2008
 
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Estimated
Fair
Value
 
Real estate mortgage investment conduits
  $ 737     $ 5     $ -     $ 742  
FHLMC mortgage-backed securities
    3,804       -       (59 )     3,745  
FNMA mortgage-backed securities
    78       2       -       80  
Total
  $ 4,619     $ 7     $ (59 )   $ 4,567  
                                 
                                 
March 31, 2008
                               
Real estate mortgage investment conduits
  $ 851     $ 8     $ (1 )   $ 858  
FHLMC mortgage-backed securities
    4,393       1       (4 )     4,390  
FNMA mortgage-backed securities
    87       3       -       90  
Total
  $ 5,331     $ 12     $ (5 )   $ 5,338  

The contractual maturities of mortgage-backed securities available for sale are as follows (in thousands):
 
September 30, 2008
 
Amortized
Cost
   
Estimated
Fair Value
 
Due in one year or less
  $ -     $ -  
Due after one year through five years
    -       -  
Due after five years through ten years
    4,138       4,084  
Due after ten years
    481       483  
Total
  $ 4,619     $ 4,567  

Expected maturities of mortgage-backed securities held to maturity and available for sale will differ from contractual maturities because borrowers may have the right to prepay obligations.

Mortgage-backed securities available for sale with an amortized cost of $4.5 million and $5.2 million and a fair value of $4.5 million and $5.2 million at September 30, 2008 and March 31, 2008, respectively, were pledged as collateral for Federal Home Loan Bank (“FHLB”) advances.  Mortgage-backed securities available for sale with an amortized cost of $75,000 and $62,000 and a fair value of $77,000 and $64,000 at September 30, 2008 and March 31, 2008, respectively, were pledged as collateral for government public funds held by the Bank.

The fair value of temporarily impaired mortgage-backed securities, the amount of unrealized losses and the length of time these unrealized losses existed as of September 30, 2008 are as follows (in thousands):

   
Less than 12 months
   
12 months or longer
   
             Total
 
Description of Securities
 
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
 
                                     
    FHLMC mortgage-backed securities
    1,691       (26 )     2,054       (33 )     3,745       (59 )



 
9

 

The fair value of temporarily impaired mortgage-backed securities, the amount of unrealized losses and the length of time these unrealized losses existed as of March 31, 2008 are as follows (in thousands):

   
Less than 12 months
   
12 months or longer
   
             Total
 
Description of Securities
 
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
 
                                     
    Real estate mortgage investment conduits
  $ 501     $ (1 )   $ -     $ -     $ 501     $ (1 )
    FHLMC mortgage-backed securities
    -       -       2,393       (4 )     2,393       (4 )
Total temporarily impaired securities
  $ 501     $ (1 )   $ 2,393     $ (4 )   $ 2,894     $ (5 )

The unrealized losses on the above mortgage-backed securities are primarily attributable to increases in market interest rates subsequent to their purchase by the Company.  The Company expects the fair value of these securities to recover as the securities approach their maturity dates or sooner if market yields for such securities decline.  The Company does not believe that any of the securities are impaired due to reasons of credit quality or related to any company or industry specific event.  Based on management’s evaluation and intent, none of the unrealized losses summarized in this table are considered other than temporary.  The Company realized no gains or losses on sales of mortgage-backed securities for the six month periods ended September 30, 2008 and 2007.  The Company does not believe that it has any exposure to sub-prime lending in its mortgage-backed securities portfolio.

7.  
LOANS RECEIVABLE

Loans receivable, excluding loans held for sale, consisted of the following (in thousands):

   
September 30,
2008
   
March 31,
2008
 
Commercial and construction
           
Commercial
  $ 123,569     $ 109,585  
Other real estate mortgage
    442,482       429,422  
Real estate construction
    134,930       148,631  
Total commercial and construction
    700,981       687,638  
                 
Consumer
               
Real estate one-to-four family
    82,062       75,922  
Other installment
    3,472       3,665  
Total consumer
    85,534       79,587  
                 
Total loans
    786,515       767,225  
                 
Less:
               
Allowance for loan losses
    16,124       10,687  
Loans receivable, net
  $ 770,391     $ 756,538  
                 

The Company considers its loan portfolio to have very little exposure to sub-prime mortgage loans since the Company has historically not engaged in this type of lending.

Most of the Bank’s business activity is with customers located in the states of Washington and Oregon. Loans and extensions of credit outstanding at one time to one borrower are generally limited by federal regulation to 15% of the Bank’s shareholders’ equity, excluding accumulated other comprehensive income (loss). As of September 30, 2008 and March 31, 2008, the Bank had no loans to any one borrower in excess of the regulatory limit.

 
10

 


8.  
ALLOWANCE FOR LOAN LOSSES

A reconciliation of the allowance for loan losses is as follows (in thousands):


         
 
Three months Ended
September 30,
 
Six months Ended
September 30,
 
 
2008
 
2007
 
2008
 
2007
 
Beginning balance
  $ 13,107     $ 8,728     $ 10,687     $ 8,653  
Provision for losses
    7,200       400       9,950       450  
Charge-offs
    (4,190 )     (69 )     (4,538 )     (74 )
Recoveries
    7       3       25       33  
Total allowance for loan losses, ending balance
  $ 16,124     $ 9,062     $ 16,124     $ 9,062  

Changes in the allowance for unfunded loan commitments were as follows (in thousands):

   
Three months Ended
September 30,
   
Six months Ended
September 30,
 
   
2008
   
2007
   
2008
   
2007
 
                         
Beginning balance
  $ 299     $ 382     $ 337     $ 380  
Net change in allowance for unfunded loan commitments
    (13 )     40       (51 )     42  
Ending balance
  $ 286     $ 422     $ 286     $ 422  

Loans on which the accrual of interest has been discontinued were $21.8 million and $7.6 million at September 30, 2008 and March 31, 2008, respectively. Interest income foregone on non-accrual loans was $853,000 and $9,000 during the six months ended September 30, 2008 and 2007, respectively.

At September 30, 2008 and March 31, 2008, impaired loans were $27.1 million and $7.2 million, respectively. At September 30, 2008 and March 31, 2008, all of the impaired loans had specific valuation allowances of $5.8 million and $902,000, respectively.  The balance of the allowance for loan losses in excess of these specific reserves is available to absorb the inherent losses from all other loans in the portfolio.  The average balance in impaired loans was $21.1 million and $2.0 million during the six months ended September 30, 2008 and the year ended March 31, 2008, respectively. The related amount of interest income recognized on loans that were impaired was $269,000 and $49,000 during the six months ended September 30, 2008 and 2007, respectively. Loans past due 90 days or more and still accruing interest were $320,000 and $115,000 at September 30, 2008 and March 31, 2008 respectively.

9.  
MORTGAGE SERVICING RIGHTS

The following table is a summary of the activity in mortgage servicing rights (“MSRs”) and the related allowance for the periods indicated and other related financial data (in thousands):

   
Three months Ended
September 30,
   
Six months Ended
September 30,
 
   
2008
   
2007
   
2008
   
2007
 
                         
Balance at beginning of period, net
  $ 282     $ 347     $ 302     $ 351  
Additions
    27       35       49       69  
Amortization
    (36 )     (51 )     (84 )     (102 )
Change in valuation allowance
    (2 )     1       4       14  
Balance at end of period, net
  $ 271     $ 332     $ 271     $ 332  
                                 
Valuation allowance at beginning of period
  $ 1     $ 22     $ 7     $ 35  
Change in valuation allowance
    2       (1 )     (4 )     (14 )
Valuation allowance at end of period
  $ 3     $ 21     $ 3     $ 21  

The Company evaluates MSRs for impairment by stratifying MSRs based on the predominant risk characteristics of the underlying financial assets.  At September 30, 2008 and March 31, 2008, the estimated fair value of MSRs was $1.0 million. The September 30, 2008 fair value was estimated using various discount rates and a range of Prepayment Standard Assumption (PSA) values (the Bond Market Association’s standard prepayment values) that ranged from 132 to 417.

 
11

 


10.  
BORROWINGS

Borrowings are summarized as follows (dollars in thousands):

   
At September 30,
2008
   
At March 31,
2008
 
 
Federal Home Loan Bank advances
  $ 136,660     $ 92,850  
Weighted average interest rate:
    2.46 %     3.35 %

Borrowings have the following maturities at September 30, 2008 (in thousands):

2009
  $ 111,660  
2010
    25,000  
Total
  $ 136,660  


11.  
JUNIOR SUBORDINATED DEBENTURE

At September 30, 2008, the Company had established two wholly-owned subsidiary grantor trusts for the purpose of issuing trust preferred securities and common securities.  The trust preferred securities accrue and pay distributions periodically at specified annual rates as provided in each indenture.  The trusts used the net proceeds from each of the offerings to purchase a like amount of junior subordinated debentures (the “Debentures”) of the Company.  The Debentures are the sole assets of the trusts.  The Company’s obligations under the Debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the obligations of the trusts.  The trust preferred securities are mandatorily redeemable upon maturity of the Debentures, or upon earlier redemption as provided in the indentures.  The Company has the right to redeem the Debentures in whole or in part on or after specific dates, at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date.

The Debentures issued by the Company to the grantor trusts, totaling $22.7 million, are reflected in the consolidated balance sheets in the liabilities section at September 30, 2008, under the caption “junior subordinated debentures.”  The common securities issued by the grantor trusts were purchased by the Company, and the Company’s investment in the common securities of $681,000 at September 30, 2008 and March 31, 2008, is included in prepaid expenses and other assets in the Consolidated Balance Sheets.  The Company records interest expense on the Debentures in the Consolidated Statements of Income.

The following table is a summary of the terms of the current Debentures at September 30, 2008:

 
Issuance Trust
Issuance
Date
Amount
Outstanding
Rate Type
Initial
Rate
Rate
Maturing
Date
     
   
                      (dollars in thousands)
  Riverview Bancorp              
 
Statutory Trust I
12/2005
$      7,217
Variable (1)
5.88%
4.18%
3/2036
               
  Riverview Bancorp               
 
Statutory Trust II                  
6/2007
     15,464
Fixed (2)
7.03%
7.03%
9/2037
   
Total
$    22,681
       
 
(1) The trust preferred securities reprice quarterly based on the three month LIBOR plus 1.36%
 
(2) The trust preferred securities bear a fixed quarterly interest rate for 60 months, at which time
      the rate begins to float on a quarterly basis based on the three month LIBOR plus 1.35% thereafter
      until maturity.
 
   


 
12

 


12.  
FAIR VALUE MEASUREMENT

SFAS No. 157, “Fair Value Measurements” defines fair value and establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements.  The following definitions describe the categories used in the tables presented under fair value measurement.

Quoted prices in active markets for identical assets (Level 1): Inputs that are quoted unadjusted prices in active markets for identical assets that the Company has the ability to access at the measurement date.  An active market for the asset is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Other observable inputs (Level 2): Inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity including quoted prices for similar assets, quoted prices for securities in inactive markets and inputs derived principally from or corroborated by observable market data by correlation or other means.

Significant unobservable inputs (Level 3): Inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Financial instruments are broken down in the tables that follow by recurring or nonrecurring measurement status.  Recurring assets are initially measured at fair value and are required to be remeasured at fair value in the financial statements at each reporting date.  Assets measured on a nonrecurring basis are assets that, as a result of an event or circumstance, were required to be remeasured at fair value after initial recognition in the financial statements at some time during the reporting period.

The following tables presents fair value measurements for assets that are measured at fair value on a recurring basis subsequent to initial recognition (in thousands).
 
     
    
Fair value measurements at September 30, 2008, using
       
 
Quoted prices in
active markets
for identical
assets
 
Other observable
inputs
 
Significant
unobservable
inputs
 
Fair value
September 30, 2008
 
(Level 1)
 
(Level 2)
 
(Level 3)
Available for sale securities
$
14,040
 
$
-
 
$
12,454
 
$
1,586
                       
Total recurring assets measured at fair value
$
14,040
 
$
-
 
$
12,454
 
$
1,586

The following tables present a reconciliation of assets that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and six months ended September 30, 2008 (in thousands).

   
For the Three
 
   
months Ended
 
   
September 30, 2008
 
       
   
Available for sale securities
 
       
Balance at June 30, 2008
$
-
 
Included in earnings (1)
 
(3,414
)
Included in other comprehensive income (2)
 
950
 
Transfers in to Level 3
 
4,050
 
Balance at September 30, 2008
 
1,586
 
       
(1) Included in other non-interest income
     
(2) Reversal of previously recorded unrealized loss
     


 
13

 


   
For the Six
 
   
months Ended
 
   
September 30, 2008
 
       
   
Available for sale securities
 
       
Balance at March 31, 2008
$
-
 
Included in earnings (1)
 
(3,414
)
Included in other comprehensive income (2)
 
388
 
Transfers in to Level 3
 
4,612
 
Balance at September 30, 2008
 
1,586
 
       
(1) Included in other non-interest income
     
(2) Reversal of previously recorded unrealized loss
     

The following method was used to estimate the fair value of each class of financial instrument above:

Securities – Fair values for available for sale securities are based on quoted market prices when available or through the use of alternative approaches, such as matrix or model pricing, indicators from market makers or discounted cash flows, when market quotes are not readily accessible or available.

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans measured for impairment. The following table represents the fair value measurement for nonrecurring assets (in thousands).
     
    
Fair value measurements at September 30, 2008, using
     
Quoted prices in active markets for identical assets
 
Other observable
inputs
 
Significant
unobservable
inputs
 
Fair value
September 30, 2008
 
(Level 1)
    
(Level 2)
    
(Level 3)
Loans measured for impairment
$
21,271
 
$
-
 
$
-
 
$
21,271
                       
Total nonrecurring assets measured at fair value
$
21,271
 
$
     -
 
$
-
 
$
21,271

The following method was used to estimate the fair value of each class of financial instrument above:

Impaired loans – A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due (both interest and principal) according to the contractual terms of the loan agreement.  Impaired loans are measured as a practical expedient, at the loan’s observable market price or the fair market value less sales cost of the collateral if the loan is collateral dependent.

13.  
NEW ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements.  The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements.  The Company’s adoption of SFAS No. 157 on April 1, 2008 did not have a material impact on the consolidated financial statements.  See Footnote 12 “Fair Value Measurement” for further information.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115.”  SFAS No. 159 permits companies to choose, at specified election dates, to measure eligible items at fair value.  The standard is designed to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently.  The Company’s adoption of SFAS No. 159 on April 1, 2008 did not have a material impact on the consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations.” SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and the goodwill acquired. The standard also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No.  141(R) is effective for fiscal years beginning after December 15, 2008. Management is currently evaluating the potential impact on the Company’s financial position, results of operations and cash flows of SFAS No. 141(R).

 
14

 

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment to ARB No. 51.” SFAS No. 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The standard also requires additional disclosures that clearly identify and distinguish between the interests of the parent’s owners and the interest of the noncontrolling owners of the subsidiary. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. Management is currently evaluating the potential impact on the Company’s financial position, results of operations and cash flows of SFAS No. 160.

In October 2008, the FASB issued FASB Staff Position 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP 157-3”).  FSP 157-3 clarifies the application of SFAS No. 157 “Fair Value measurements”, in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active.  The Company has adopted FSP 157-3 and incorporated the guidance in determining fair value as of September 30, 2008.

14.  
COMMITMENTS AND CONTINGENCIES

Off-balance sheet arrangements.  The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments generally include commitments to originate mortgage, commercial and consumer loans.  These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet.  The Company’s maximum exposure to credit loss in the event of nonperformance by the borrower is represented by the contractual amount of these instruments.  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.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. These guarantees are primarily used to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies and is required in instances where the Bank deems necessary.

At September 30, 2008, a schedule of significant off-balance sheet commitments are listed below (in thousands):

   
Contract or
Notional Amount
 
Commitments to originate loans:
     
       Adjustable-rate
  $ 29,266  
       Fixed-rate
    7,922  
Standby letters of credit
    1,754  
Undisbursed loan funds, and unused lines of credit
    146,274  
Total
  $ 185,216  

At September 30, 2008, the Company had commitments to sell residential loans to the FHLMC totaling $773,000.

Other Contractual Obligations.  In connection with certain asset sales, the Bank typically makes representations and warranties about the underlying assets conforming to specified guidelines.  If the underlying assets do not conform to the specifications, the Bank may have an obligation to repurchase the assets or indemnify the purchaser against loss.  At September 30, 2008, loans under warranty totaled $103.8 million, which substantially represents the unpaid principal balance of the Company’s loans serviced for others.  The Bank believes that the potential for loss under these arrangements is remote.  Accordingly, no contingent liability is recorded in the financial statements.

As of September 30, 2008, the Company has entered into contractual obligations to make future payments as follows (in thousands):
         
   
Within
1 year
   
1-3
Years
   
3-5
Years
   
After
5 Years
   
Total
Balance
 
                               
Certificates of deposit
  $ 249,428     $ 20,338     $ 6,916     $ 2,625     $ 279,307  
FHLB advances
    136,660       -       -       -       136,660  
Junior subordinated debentures
    -       -       -       22,681       22,681  
Operating leases
    1,680       2,198       1,626       3,305       8,809  
Total other contractual obligations
  $ 387,768     $ 22,536     $ 8,542     $ 28,611     $ 447,457  

The Company is party to litigation arising in the ordinary course of business. In the opinion of management, these actions will not have a material adverse effect, if any, on the Company’s financial position, results of operations, or liquidity.
 
 
15


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis and other portions of this report contain statements that the Company believes are  “forward-looking statements”.  These statements relate to the Company’s financial condition, results of operations, plans, objectives, future performance or business. You should not place undue reliance on these statements, as they are subject to risks and uncertainties. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements the Company may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Company. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors which could cause actual results to differ materially include, but are not limited to, the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas; results of examinations of us by the Office of Thrift Supervision (“OTS”) and our bank subsidiaries by the Federal Deposit Insurance Corporation (“FDIC”) or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our reserve for loan losses or to write-down assets; our ability to control operating costs and expenses; our ability to implement our branch expansion strategy; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we have acquired or may in the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; our ability to manage loan delinquency rates; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; legislative or regulatory changes that adversely affect our business; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board; war or terrorist activities; other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and other risks detailed in the Company’s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended March 31, 2008.

Critical Accounting Policies

Critical accounting policies and estimates are discussed in our 2008 Form 10-K under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Critical Accounting Policies.”  That discussion highlights estimates the Company makes that involve uncertainty or potential for substantial change.  There have not been any material changes in the Company’s critical accounting policies and estimates contained in the Company’s 2008 Form 10-K.

Non-GAAP Financial Information

This report contains certain financial information determined by methods other than in accordance with GAAP. These measures include net interest income on a fully tax equivalent basis and net interest margin on a fully tax equivalent basis. Management uses these non-GAAP measures in its analysis of the Company’s performance. The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 34% tax rate. Management believes that it is a standard practice in the banking industry to present net interest income and net interest margin on a fully tax equivalent basis, and accordingly believes that providing these measures may be useful for peer comparison purposes. These disclosures should not be viewed as substitutes for the results determined to be in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. A reconciliation of net interest income as reported to net interest income on a fully tax equivalent basis are contained in the tables under “Net Interest Income.”

Executive Overview

Financial Highlights.  Net loss for the three months ended September 30, 2008 was $4.2 million, or $0.39 per basic share ($0.39 per diluted share), compared to net income of $2.4 million, or $0.22 per basic share ($0.22 per diluted share) for the three months ended September 30, 2007. Net interest income after provision for loan losses decreased $6.9 million to $1.4 million for the three months ended September 30, 2008 compared to $8.3 million for the same quarter last year.  Non-interest income decreased $3.5 million for the three months ended September 30, 2008 compared to the same prior year period.  Non-interest expense decreased $123,000 for the quarter-ended September 30, 2008 compared to the same quarter last year.
 
 
16


Net loss for the six months ended September 30, 2008 was $3.4 million, or $0.32 per basic share ($0.32 per diluted share), compared to net income of $5.3 million, or $0.47 per basic share ($0.47 per diluted share) for the six months ended September 30, 2007.

The annualized return on average assets was (1.86)% for the three months ended September 30, 2008, compared to 1.19% for the three months ended September 30, 2007. For the same periods, the annualized return on average common equity was (17.66)% compared to 9.98%, respectively.  The efficiency ratio was 91.53% for the second quarter of fiscal 2009 compared to 62.61% for the same period last year.  The increase in the efficiency ratio is primarily a result of the $3.4 million non-cash impairment charge for the investment security taken during the second quarter.

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 and Multnomah, Clackamas and Marion counties of Oregon as its primary market area. The Company is engaged predominantly in the business of attracting deposits from the general public and using such funds in its primary market area to originate commercial, commercial real estate, multi-family real estate, real estate construction, residential real estate and consumer loans.  Commercial and construction loans have grown from 72.42% of the loan portfolio at March 31, 2003 to 89.13% of the loan portfolio at September 30, 2008.  The Company’s strategic plan emphasizes 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 manages growth diversification while including a significant amount of commercial and commercial real estate loans in its loan portfolio. Significant portions of these new loan products carry adjustable rates, higher yields or shorter terms but also carry higher credit risk than traditional fixed-rate mortgages.  A related goal is to increase the proportion of personal and business checking account deposits used to fund these new loans.  The strategic plan also 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 with 18 branches including ten in fast growing Clark County, four in the Portland metropolitan area and four lending centers.

In order to support the Company’s 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 and in our infrastructure.  Not withstanding the impact of the impairment of investment security, the Company’s efficiency ratio reflects this investment and will likely remain relatively high by industry standards for the foreseeable future as a result of the emphasis on growth and local, personal service.  Working to control its non-interest expenses remains a high priority for the Company’s management.

The Company continuously reviews new products and services to provide its customers more financial options. All new technology and services are generally reviewed for business development and cost saving purposes.  In-house processing of checks and check imaging has supported the Bank’s increased service to customers and at the same time has increased efficiency.  The Bank has implemented remote check capture at selected branches and is in the process of implementing remote capture of checks on site for selected customers of the Bank.  Emphasis on enhancing the Bank’s cash management product line is in process with the hiring of an experienced cash management officer.  The formation of a team consisting of this cash management officer and existing Bank employees is expected to lead to a more robust cash management product line for the Bank’s commercial customers.  The Company continues to experience growth in customer use of its online banking services, which allows customers to conduct a full range of services on a real-time basis, including balance inquiries, transfers and electronic bill paying.  The Company’s online service has also enhanced the delivery of cash management services to commercial customers.   During the second quarter, the Company began offering Certificate of Deposit Registry Service (CDARS™) deposits.  Through the CDARS™ program, customers can now access FDIC insurance up to $50 million.  The Company also implemented Check 21 during the second quarter, which will allow the Company to process checks faster and more efficiently.

The Company conducts operations from its home office in Vancouver and 18 branch offices in Camas, Washougal, Stevenson, White Salmon, Battle Ground, Goldendale, Vancouver (seven branch offices) and Longview, Washington and Portland (two branch offices), Wood Village and Aumsville, Oregon.  The Company operates a trust and financial services company, RAM Corp., located in downtown Vancouver.  Riverview Mortgage, a mortgage broker division of the Company, originates mortgage loans for various mortgage companies predominantly in the Vancouver/Portland metropolitan areas, as well as for the Company.  The Business and Professional Banking Division, with two lending offices in Vancouver and two lending offices in Portland, offers commercial and business banking services.


 
17

 

Vancouver is located in Clark County, Washington, which is just north of Portland, Oregon.  Many businesses are located in the Vancouver area because of the favorable tax structure and lower energy costs in Washington as compared to Oregon.  Companies located in the Vancouver area include Sharp Microelectronics, Hewlett Packard, Georgia Pacific, Underwriters Laboratory, Wafer Tech, Nautilus and Barrett Business Services, as well as several support industries.  In addition to this industry base, the Columbia River Gorge Scenic Area is a source of tourism, which has helped to transform the area from its past dependence on the timber industry.

In recent years, national real estate and home values have increased substantially, as a result of the generally strong national economy, speculative investing, and aggressive lending practices that provided loans to marginal borrowers (generally termed as “subprime” loans).  The strong economy also resulted in significant increases in residential and commercial real estate values and commercial and residential construction.  The national and regional residential lending market has experienced a noted slowdown in recent months, as loan delinquencies and foreclosure rates have increased.  Foreclosures and delinquencies are also being driven by investor speculation in many states, while job losses and depressed economic conditions have resulted in the higher levels of delinquent loans.  A continued economic downturn recently, and more specifically a continued slowdown in residential real estate sales, has resulted in further uncertainty in the financial markets.  As a result, the Company has experienced a further decline in the values of real estate collateral supporting certain of its construction real estate and land acquisition and development loans and has seen signs for the potential for increased loan delinquencies.   In addition, competition among financial institutions for deposits has also increased.

Loan Composition

The following table sets forth the composition of the Company’s commercial and construction loan portfolio based on loan purpose at the dates indicated.

   
 
 Commercial
   
Other Real Estate Mortgage
   
Real Estate 
Construction
   
Commercial
&
Construction Total
 
September 30, 2008
 
(in thousands)
 
                         
Commercial
  $ 123,569     $ -     $ -     $ 123,569  
Commercial construction
    -       -       50,925       50,925  
Office buildings
    -       83,168       -       83,168  
Warehouse/industrial
    -       41,501       -       41,501  
Retail/shopping centers/strip malls
    -       81,007       -       81,007  
   Assisted living facilities
    -       30,553       -       30,553  
Single purpose facilities
    -       79,307       -       79,307  
Land
    -       99,668       -       99,668  
Multi-family
    -       27,278       -       27,278  
One-to-four family construction
    -       -       84,005       84,005  
Total
  $ 123,569     $ 442,482     $ 134,930     $ 700,981  


   
 
 Commercial
   
Other Real Estate Mortgage
   
Real Estate 
Construction
   
Commercial
&
Construction Total
 
March 31, 2008
 
(in thousands)
 
                         
Commercial
  $ 109,585     $ -     $ -     $ 109,585  
Commercial construction
    -       -       55,277       55,277  
Office buildings
    -       88,106       -       88,106  
Warehouse/industrial
    -       39,903       -       39,903  
Retail/shopping centers/strip malls
    -       70,510       -       70,510  
   Assisted living facilities
    -       28,072       -       28,072  
Single purpose facilities
    -       65,756       -       65,756  
Land
    -       108,030       -       108,030  
Multi-family
    -       29,045       -       29,045  
One-to-four family construction
    -       -       93,354       93,354  
Total
  $ 109,585     $ 429,422     $ 148,631     $ 687,638  


 
18

 

Comparison of Financial Condition at September 30, 2008 and March 31, 2008

At September 30, 2008, the Company had total assets of $895.6 million, compared with $886.8 million at March 31, 2008.

Cash, including interest-earning accounts, totaled $26.2 million at September 30, 2008, compared to $36.4 million at March 31, 2008.   The $10.2 million decrease was primarily attributable to a decrease in the cash balance maintained at the Federal Reserve Bank as a result of the implementation of Check 21 during the second quarter.

Investment securities available for sale totaled $9.5 million at September 30, 2008, compared to $7.5 million at March 31, 2008. The $2.0 million increase was attributable to a new $5.0 million agency security purchased, which was offset by maturities and scheduled cash flows of securities and an impairment charge of $3.4 million.  The investment security that the Company recognized a non-cash impairment charge on is a trust preferred pooled security issued by other bank holding companies.  The Company reviews investment securities for the presence of other-than-temporary impairment, taking into consideration current market conditions, extent and nature of change in fair value, issuer rating changes and trends, current analysts’ evaluations, the Company’s ability and intent to hold investments until a recovery of fair value, which may be maturity, as well as other factors.  During the second quarter of fiscal 2009, the investment rating of the security was lowered from “A1” to “Baa3” by one rating agency, two of the issuers of the security invoked their original contractual right to defer interest payments and one issuer of the security defaulted.  However, the tranche of the security held by the Company continues to pay as agreed.  Additionally, the secondary market for trust preferred securities became further restricted to a level determined to be inactive in the Company’s judgment.  Although management believes it is possible that all principal and interest will be received and the Company has the ability and intention to continue to hold the security until there is a recovery in value, general market concerns over these and similar types of securities, as well as the lowering of the investment rating for the security, has caused the fair value to decline severely enough during the second quarter to warrant an OTTI charge.  Consequently, management chose to recognize a $3.4 million OTTI charge bringing the value of the security to $1.6 million.  Management does not believe that the recognition of this OTTI charge has any other implications for the Company’s business fundamentals or its outlook.  For additional information on our Level 3 fair value measurements see “Fair Value of Level 3 Assets” included in Item 2.

Loans receivable, net, totaled $770.4 million at September 30, 2008, compared to $756.5 million at March 31, 2008, an increase of $13.9 million.  The increase in net loans is attributable to continued loan growth as the Company followed its strategic plan of increasing commercial real estate loan originations.  This increase was partially offset by the pay down of several large loans as well as net charge-offs of $4.5 million in loans for the six months ended September 30, 2008.  Commercial real estate loans, excluding land acquisition and development loans, increased $6.4 million during the quarter-ended September 30, 2008.  This increase was partially offset by a $2.8 million decrease in land acquisition and development loans and a $3.4 million decrease in one-to-four family construction loans.  A substantial portion of the loan portfolio is secured by real estate, either as primary or secondary collateral, located in the Company’s primary market areas.  Risks associated with loans secured by real estate include decreasing land and property values, increases in interest rates, deterioration in local economic conditions, reduced sales of homes and land, tightening credit or refinancing markets, and a concentration of loans within any one area.  The Company has no sub-prime residential real estate loans in its portfolio.

Goodwill was $25.6 million at September 30, 2008 and March 31, 2008.  As a result of ongoing volatility in the financial services industry, the Company’s market capitalization decreased to a level below tangible book value which made it necessary for the Company to perform an interim goodwill impairment test during the second quarter ended September 30, 2008.  The interim goodwill impairment test indicated that the Company’s goodwill was not impaired.  The Company will perform its annual impairment test of goodwill in the third quarter of fiscal 2009.

Deposit accounts totaled $637.5 million at September 30, 2008, compared to $667.0 million at March 31, 2008.  At September 30, 2008, the Company had $10.0 million less in brokered deposits compared to March 31, 2008.  The decrease in deposits is also a result of the general downturn in the real estate market as well as the overall economy.  The Company has continued to experience increased competition for customer deposits within its market area.  In addition, as market interest rates have decreased, the Company has seen a shift in customer deposit choices from money market deposit and interest checking accounts into certificates of deposit.  As a result, the balance of certificates of deposit increased $99.9 million to $279.3 million at September 30, 2008, compared to $179.5 million at September 30, 2007.

FHLB advances totaled $136.7 million at September 30, 2008 and $92.9 million at March 31, 2008.  The $43.8 million increase was attributable to the Company’s continued loan growth coupled with a decrease in deposit balances described above and competition for customer deposits.


 
19

 

Shareholders’ Equity and Capital Resources

Shareholders' equity decreased $4.5 million to $88.1 million at September 30, 2008 from $92.6 million at March 31, 2008.  The decrease in equity primarily was attributable to cash dividends declared to shareholders of $1.4 million and the net loss of $3.4 million for the six months ended September 30, 2008 as a result of the ITTI charge.  The exercise of stock options, earned ESOP shares and the net tax effect for unrealized losses on investment securities resulted in a $320,000 net increase, partially offsetting the decrease.

The Bank is subject to various regulatory capital requirements administered by the OTS. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated in accordance with regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk, weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total capital to risk-weighted assets, Tier I capital to risk-weighted assets, Tier I capital to adjusted tangible assets and tangible capital to tangible assets (set forth in the table below). Management believes the Bank meets all capital adequacy requirements to which it is subject as of September 30, 2008.

As of September 30, 2008, the most recent notification from the OTS categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action.  To be categorized as “well capitalized,” the Bank must maintain minimum total capital and Tier I capital to risk-weighted assets, Tier I capital to adjusted tangible assets and tangible capital to tangible assets (set forth in the table below). There are no conditions or events since that notification that management believes have changed the Bank’s regulatory capital categorization.  The Bank’s actual and required minimum capital amounts and ratios are presented in the following table (dollars in thousands):

   
Actual
   
For Capital
Adequacy Purposes
   
Categorized as “Well
Capitalized” Under
Prompt Corrective
Action Provision
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
September 30, 2008
                                   
Total Capital:
                                   
(To Risk-Weighted Assets)
  $ 86,301       10.70 %   $ 64,527       8.0 %   $ 80,659       10.0 %
Tier I Capital:
                                               
(To Risk-Weighted Assets)
    76,216       9.45       32,263       4.0       48,395       6.0  
Tier I Capital:
                                               
(To Adjusted Tangible Assets)
    76,216       8.86       34,423       4.0       43,029       5.0  
Tangible Capital:
                                               
(To Tangible Assets)
    76,216       8.86       12,909       1.5       N/A       N/A  

   
Actual
   
For Capital
Adequacy Purposes
   
Categorized as “Well
Capitalized” Under
Prompt Corrective
 Action Provision
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
March 31, 2008
                                   
Total Capital:
                                   
(To Risk-Weighted Assets)
  $ 88,806       10.99 %   $ 64,627       8.0 %   $ 80,784       10.0 %
Tier I Capital:
                                               
(To Risk-Weighted Assets)
    79,021       9.78       32,314       4.0       48,470       6.0  
Tier I Capital:
                                               
(To Adjusted Tangible Assets)
    79,021       9.29       25,530       3.0       42,550       5.0  
Tangible Capital:
                                               
(To Tangible Assets)
    79,021       9.29       12,765       1.5       N/A       N/A  


 
20

 

Liquidity

The Bank’s primary source of funds are customer deposits, proceeds from principal and interest payments on loans, maturing securities and FHLB advances. While maturities and scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced general interest rates, economic conditions and competition.

The Bank must maintain an adequate level of liquidity to ensure the availability of sufficient funds for loan originations, deposit withdrawals and continuing operations, satisfy other financial commitments and take advantage of investment opportunities.  The Bank generally maintains sufficient cash and short-term investments to meet short-term liquidity needs.  At September 30, 2008, cash totaled $26.2 million, or 2.9% of total assets.  The Bank has a line of credit with the FHLB of Seattle in the amount of 30% of total assets to the extent the Bank provides qualifying collateral and holds sufficient FHLB stock. At September 30, 2008, the Bank had $136.7 million in outstanding advances from the FHLB of Seattle under an available credit facility of $266.2 million, limited to available collateral.  The Bank also has a $10.0 million line of credit available from Pacific Coast Bankers Bank at September 30, 2008.  The Bank had no borrowings outstanding under this credit arrangement at September 30, 2008.

Sources of capital and liquidity for the Bancorp include distributions from the Bank and the issuance of debt or equity securities.  Dividends and other capital distributions from the Bank are subject to regulatory restrictions.

Asset Quality

The allowance for loan losses was $16.1 million at September 30, 2008 and $10.7 million at March 31, 2008.  Management believes the allowance for loan losses at September 30, 2008 is adequate to cover probable credit losses existing in the loan portfolio at that date. The allowance for loan losses is maintained at a level sufficient to provide for estimated loan losses based on evaluating known and inherent risks in the loan portfolio.  Pertinent factors considered for establishing the allowance for loan losses include size and composition of the portfolio, actual loss experience, current economic conditions, industry trends and data, and detailed analysis of individual loans. The appropriate allowance level is estimated based upon factors and trends identified by management at the time the consolidated financial statements are prepared. Commercial loans are considered to have a higher degree of credit risk than one-to-four family residential loans, and tend to be more vulnerable to adverse conditions in the real estate market and deteriorating economic conditions. While management believes the estimates and assumptions used in its determination of the adequacy of the allowance are reasonable, there can be no assurance that such estimates and assumptions will not be proven incorrect in the future, that the actual amount of future provisions will not exceed the amount of past provisions, or that any increased provisions that may be required will not adversely impact our financial condition and results of operations.  In addition, the determination of the amount of the Bank’s allowance for loan losses is subject to review by bank regulators, as part of the routine examination process, which may result in the establishment of additional reserves based upon their judgment of information available to them at the time of their examination.

Non-performing assets were $22.8 million or 2.54% of total assets at September 30, 2008 compared to $8.2 million or 0.92% of total assets at March 31, 2008.  The $21.8 million balance of non-accrual loans consists of 24 loans to 21 borrowers, which includes two commercial loans totaling $1.2 million, eight land acquisition and development loans to eight respective borrowers totaling $15.7 million (the largest of which was $5.5 million), five other real estate mortgage loans totaling $2.7 million, three real estate construction loans totaling $1.6 million and six residential real estate loans totaling $566,000.  All of these loans are to borrowers located in Oregon and Washington with the exception of one land acquisition and development loan for $1.4 million to a Washington borrower who has property located in Southern California.

The $699,000 balance of real estate owned is comprised of one land loan totaling $65,000, one multi-family real estate loan totaling $319,000, one real estate construction loan totaling $185,000 and two one-to-four family real estate loan totaling $130,000.  All of these properties are located in the Company’s primary market area except for the $185,000 real estate construction loan which is located on the southern Washington coast.


 
21

 

The following table sets forth information regarding the Company’s non-performing assets.

   
September 30, 2008
   
March 31,
2008
 
   
(dollars in thousands)
 
Loans accounted for on a non-accrual basis:
           
Commercial
$
1,177
 
$
1,164
 
Other real estate mortgage
 
18,366
   
3,892
 
Real estate construction
 
1,641
   
2,124
 
Real estate one-to-four family
 
567
   
382
 
Consumer
 
-
   
         -
 
Total
 
21,751
   
  7,562
 
Accruing loans which are contractually
past due 90 days or more
 
320
   
     115
 
Total of non-accrual and
90 days past due loans
 
22,071
   
  7,677
 
 
Real estate owned
 
699
   
      494
 
Total nonperforming assets
$
22,770
 
$
8,171
 
             
    Total loans delinquent 90 days or more to net loans
 
2.80
%
 
1.00
%
             
    Total loans delinquent 90 days or more to total assets
 
2.46
   
0.87
 
             
Total nonperforming assets to total assets
 
2.54
   
0.92
 

As of September 30, 2008 and March 31, 2008, other loans of concern totaled $14.9 million and $6.8 million, respectively.  Most of the increase is attributable to three real estate construction loans totaling $8.3 million.  Of these three loans, two loans totaling $3.7 million are located in Lincoln County, Oregon and were to a related borrower.  The other loan totaling $4.6 million is located in the Vancouver, Washington market area.  In Addition, nine loans totaling $3.7 million to a related borrower were also added to other loans of concern as of September 30, 2008.  These nine loans consist of five commercial loans totaling $2.4 million, three land acquisition and development loans totaling $1.0 million and one real estate construction totaling $242,000.  All collateral securing these nine loans is located in Washington.  These increases were offset by one land development loan totaling $3.5 million and one multi-family real estate loan totaling $1.4 million that were included in other loans of concern at March 31, 2008 but have since been placed on non-accrual status.  Other loans of concern consist of loans with respect to which known information concerning possible credit problems with the borrowers or the cash flows of the collateral securing the respective loans has caused management to be concerned about these isolated instances of the ability of the borrowers to comply with present loan repayment terms, which may result in the future inclusion of such loans in the non-accrual category.

Off-Balance Sheet Arrangements and Other Contractual Obligations

Through the normal course of operations, the Company enters into certain contractual obligations and other commitments.  Obligations generally relate to funding of operations through deposits and borrowings as well as leases for premises.  Commitments generally relate to lending operations.

The Company has obligations under long-term operating leases, principally for building space and land.  Lease terms generally cover a five-year period, with options to extend, and are not subject to cancellation.

The Company has commitments to originate fixed and variable rate mortgage loans to customers.  Because some commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  Undisbursed loan funds and unused lines of credit include funds not disbursed, but committed to construction projects and home equity and commercial lines of credit. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.

For further information regarding the Company’s off-balance sheet arrangements and other contractual obligations, see Note 14 of the Notes to Consolidated Financial Statements contained herein.


 
22

 

Fair Value of Level 3 Assets

The Company fair values certain assets that are classified as Level 3 under the fair value hierarchy established in SFAS No. 157.  These Level 3 assets are valued using significant unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets.  These Level 3 financial assets include certain available for sale securities and loans measured for impairment, for which there is not an active market for identical assets from which to determine fair value.  Nor is there is sufficient, current market information about similar assets to use as observable, corroborated data for all significant inputs into a valuation model.  In those cases, the fair values of these Level 3 financial assets are determined using pricing models, discounted cash flow methodologies, valuation in accordance with SFAS No. 114, “Accounting by Creditors for Impairment of a Loan an amendment of FASB Statements No. 5 and 15” or similar techniques, for which the determination of fair value requires significant management judgment or estimation.

Valuations using models or other techniques are sensitive to assumptions used for the significant inputs.  Where market data is available, the inputs used for valuation reflect that information as of our valuation date.  In periods of extreme volatility, lessened liquidity or in illiquid markets, there may be more variability in market pricing or a lack of market data to use in the valuation process.  Judgment is then applied in formulating those inputs.

At September 30, 2008, the market for the Company’s trust preferred pooled security was determined to be inactive in management’s judgment.  This determination was made by the Company after considering the last known trade date for this specific security, the low number of transactions for similar types of securities and discussions with third-party industry analysts.  Due to the inactivity in the market, observable market data was not readily available for all significant inputs for this security.  Accordingly, the trust preferred pooled securities was classified as Level 3 in the fair value hierarchy.   The Company utilized observable inputs where available, unobservable data and modeled the cash flows adjusted by an appropriate liquidity and credit risk adjusted discount rate in order to measure the fair value of the security.  The fair value, and classification as a Level 3 asset, was validated through comparison of fair value as determined by a third-party pricing service.

In addition, certain loans included in the loan portfolio were deemed impaired in accordance with SFAS No. 114 at September 30, 2008.  Accordingly, loans measured for impairment were classified as Level 3 in the fair value hierarchy as there is no active market for these loans.  Measuring impairment of a loan requires judgment and estimates, and the eventual outcomes may differ from those estimates.  As a practical expedient, impairment was measured based on the loan’s observable market price or the fair market value less sales cost of the collateral if the loan is collateral dependent.

For additional information on our Level 1, 2 and 3 fair value measurements see Note 12 – Fair Value Measurement of the Notes to Consolidated Financial Statements contained herein





23


Comparison of Operating Results for the Three Months and Six Months Ended September 30, 2008 and 2007

Net Interest Income.  The Company’s profitability depends primarily on its net interest income, which is the difference between the income it receives on interest-earning assets and its cost of funds, which consists of interest paid on deposits and borrowings.  When interest-earning assets equal or exceed interest-bearing liabilities, any positive interest rate spread will generate net interest income.  The Company’s results of operations are also significantly affected by general economic and competitive conditions, particularly changes in market interest rates, government legislation and regulation, and monetary and fiscal policies.

Net interest income for the three months and six months ended September 30, 2008 was $8.6 million and $17.0 million, respectively, representing a decrease of $52,000 and $513,000, respectively, for the same three months and six months ended September 30, 2007.  Average interest-earning assets to average interest-bearing liabilities decreased to 115.57% and 115.08% for the three month and six month period ended September 30, 2008, respectively, compared to 117.73% and 117.98%, respectively in the same prior year periods. This indicates that the interest-earning asset growth is being funded more by interest-bearing liabilities as compared to capital and non-interest-bearing demand deposits.  The net interest margin for the quarter and six months ended September 30, 2008 was 4.18% and 4.19%, respectively, compared to 4.72% and 4.78%, respectively, for the quarter and six months ended September 30, 2007.

The Company’s balance sheet interest rate sensitivity achieves better net interest margins in a stable or increasing interest rate environment as a result of the balance sheet being slightly asset interest rate sensitive.  In a decreasing interest rate environment, the Company requires time to reduce deposit interest rates to recover the decline in the net interest margin.  Interest rates on the Company’s interest-earning assets reprice down faster than interest rates on the Company’s interest-bearing liabilities.  As a result of the Federal Reserve’s 325 basis point reduction in the short-term federal funds rate since August 2007, approximately 40% of the Company’s loans immediately repriced down 325 basis points.  The Company also immediately reduced the interest rate paid on certain interest-bearing deposits.  Further reductions will be reflected in future deposit offerings.  The amount and timing of these reductions is dependent on competitive pricing pressures, yield curve shape and changes in spreads.  In October 2008, the Federal Reserve reduced the short-term federal funds rate by an additional 100 basis points, which resulted in a further reduction in both the yields on loans and the cost of deposits.

Interest Income. Interest income for the three months and six months ended September 30, 2008, was $13.7 million and $27.3 million, respectively, compared to $15.3 million and $30.7 million for the three months and six months ended September 30, 2007, respectively.  This represents a decrease of $1.6 million and $3.4 million for the three months and six months ended September 30, 2008, respectively, compared to the same prior periods.  Interest income on loans receivable decreased primarily as a result of the Federal Reserve interest rate cuts described above as well as interest income reversals on non-performing loans.  During the three months and six months ended September 30, 2008, the Company reversed $458,000 and $853,000, respectively, of interest income on non-performing loans.  These decreases were partially offset by increases in the average loan balance as a result of continued strong loan growth.  The average balance of net loans increased $111.2 million and $97.0 million to $784.2 million and $775.7 million for the three months and six months ended September 30, 2008, respectively from $673.1 million and $678.6 million for the same period in prior years, respectively.  The yield on net loans was 6.79% and 6.88% for the three months and six months ended September 30, 2008, respectively, compared to 8.62% and 8.67% for the same three months and six months ended September 30, 2007, respectively.

Interest Expense. Interest expense decreased $1.5 million to $5.1 million for the three months ended September 30, 2008, compared to $6.6 million for the three months ended September 30, 2007.  For the six months ended September 30, 2008, interest expense decreased $2.9 million to $10.3 million compared to $13.2 million for the six months ended September 30, 2007.

The decrease in interest expense is primarily attributable to the lower rates of interest paid on deposits and borrowings as a result of the Federal Reserve interest rate cuts described above.  The weighted average interest rate on total deposits decreased to 2.75% and 2.83% for the three months and six months ended September 30, 2008, respectively, from 4.09% and 4.13% for the same respective periods in the prior year.  The weighted average cost of FHLB borrowings, junior subordinated debenture and capital lease obligations decreased to 3.13% and 3.21% for the three months and six months ended September 30, 2008, respectively, from 6.45% and 6.38% for the same respective periods in the prior year.




24




The following tables sets forth, for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, resultant yields, interest rate spread, ratio of interest-earning assets to interest-bearing liabilities and net interest margin.

   
Three months Ended September 30,
 
   
2008
   
2007
 
   
Average
Balance
   
Interest and
Dividends
   
Yield/Cost
   
Average
Balance
   
Interest and
Dividends
   
Yield/Cost
 
               
(Dollars in thousands)
             
Interest-earning assets:
                                   
Mortgage loans
  $ 664,179     $ 11,510       6.88 %   $ 571,750     $ 12,453       8.64 %
Non-mortgage loans
    120,048       1,915       6.33       101,304       2,178       8.53  
Total net loans (1)
    784,227       13,425       6.79       673,054       14,631       8.62  
                                                 
Mortgage-backed securities (2)
    5,514       55       3.96       7,313       85       4.61  
Investment securities (2)(3)
    13,230       177       5.31       12,940       197       6.04  
Daily interest-bearing assets
    10,974       51       1.84       30,538       397       5.16  
Other earning assets
    8,523       40       1.86       8,031       23       1.14  
Total interest-earning assets
    822,468       13,748       6.63       731,876       15,333       8.31  
                                                 
Non-interest-earning assets:
                                               
    Office properties and equipment, net
    20,556                       20,997                  
Other non-interest-earning assets
    53,983                       58,643                  
Total assets
  $ 897,007                     $ 811,516                  
                                                 
Interest-bearing liabilities:
                                               
Regular savings accounts
  $ 27,533       38       0.55     $ 27,738       38       0.55  
Interest checking accounts
    84,583       262       1.23       137,678       1,148       3.31  
Money market deposit accounts
    174,116       947       2.16       242,822       2,741       4.48  
Certificates of deposit
    262,509       2,553       3.86       177,286       2,106       4.71  
Total interest-bearing deposits
    548,741       3,800       2.75       585,524       6,033       4.09  
                                                 
Other interest-bearing liabilities
    162,900       1,287       3.13       36,130       587       6.45  
Total interest-bearing liabilities
    711,641       5,087       2.84       621,654       6,620       4.22  
                                                 
Non-interest-bearing liabilities:
                                               
  Non-interest-bearing deposits
    82,612                       85,092                  
                                                 
Other liabilities
    8,451                       8,206                  
Total liabilities
    802,704                       714,952                  
Shareholders’ equity
    94,303                       96,564                  
Total liabilities and shareholders’ equity
  $ 897,007                     $ 811,516                  
Net interest income
          $ 8,661                     $ 8,713          
Interest rate spread
                    3.79 %                     4.09 %
Net interest margin
                    4.18 %                     4.72 %
 
Ratio of average interest-earning assets to average interest-bearing liabilities
                    115.57 %                     117.73 %
 
Tax equivalent adjustment (3)
          $ 19                     $ 19          
                                                 
(1) Includes non-accrual loans.
 
                                               
    (2) For purposes of the computation of average yield on investments available for sale, historical cost balances were utilized;
          therefore, the yield information does not give effect to changes in fair value that are reflected as a component of shareholders’ equity.
 
   
    (3) Tax-equivalent adjustment relates to non-taxable investment interest income. Interest and rates are presented on a fully taxable –equivalent basis under a tax rate of 34%.
 
                                                 



25

 

   
Six months Ended September 30,
 
   
2008
   
2007
 
   
Average
Balance
   
Interest and
Dividends
   
Yield/Cost
   
Average
Balance
   
Interest and
Dividends
   
Yield/Cost
 
               
(Dollars in thousands)
             
Interest-earning assets:
                                   
Mortgage loans
  $ 659,343     $ 23,008       6.96 %   $ 577,300     $ 25,158       8.69 %
Non-mortgage loans
    116,338       3,741       6.41       101,346       4,353       8.57  
Total net loans (1)
    775,681       26,749       6.88       678,646       29,511       8.67  
                                                 
Mortgage-backed securities (2)
    5,747       116       4.03       7,547       176       4.65  
Investment securities (2)(3)
    10,554       282       5.33       14,884       427       5.72  
Daily interest-bearing assets
    11,012       106       1.92       24,094       625       5.17  
Other earning assets
    8,449       78       1.84       7,828       38       0.97  
Total interest-earning assets
    811,443       27,331       6.72       732,999       30,777       8.37  
                                                 
Non-interest-earning assets:
                                               
    Office properties and equipment, net
    20,727                       21,124                  
Other non-interest-earning assets
    55,525                       59,855                  
Total assets
  $ 887,695                     $ 813,978                  
                                                 
Interest-bearing liabilities:
                                               
Regular savings accounts
  $ 27,243       75       0.55     $ 27,987       77       0.55  
Interest checking accounts
    89,572       598       1.33       141,910       2,380       3.35  
Money market deposit accounts
    178,399       1,984       2.22       231,752       5,284       4.55  
Certificates of deposit
    261,935       5,249       4.00       188,590       4,482       4.74  
Total interest-bearing deposits
    557,149       7,906       2.83       590,239       12,223       4.13  
                                                 
Other interest-bearing liabilities
    147,993       2,380       3.21       31,056       993       6.38  
Total interest-bearing liabilities
    705,142       10,286       2.91       621,295       13,216       4.24  
                                                 
Non-interest-bearing liabilities:
                                               
  Non-interest-bearing deposits
    79,334                       84,513                  
                                                 
Other liabilities
    8,563                       8,871                  
Total liabilities
    793,039                       714,679                  
Shareholders’ equity
    94,656                       99,299                  
Total liabilities and shareholders’ equity
  $ 887,695                     $ 813,978                  
Net interest income
          $ 17,045                     $ 17,561          
Interest rate spread
                    3.81 %                     4.13 %
Net interest margin
                    4.19 %                     4.78 %
 
Ratio of average interest-earning assets
to average interest-bearing liabilities
                    115.08 %                     117.98 %
 
Tax equivalent adjustment (3)
          $ 36                     $ 39          
                                                 
(1) Includes non-accrual loans.
                                               
   
    (2) For purposes of the computation of average yield on investments available for sale, historical cost balances were utilized;
          therefore, the yield information does not give effect to changes in fair value that are reflected as a component of shareholders’ equity.
 
   
    (3) Tax-equivalent adjustment relates to non-taxable investment interest income. Interest and rates are presented on a fully taxable –equivalent basis under a tax rate of 34%.
 





 
26

 

The following table sets forth the effects of changing rates and volumes on net interest income for the periods-ended September 30, 2008 compared to the periods-ended September 30, 2007.  Variances that were insignificant have been allocated based upon the percentage relationship of changes in volume and changes in rate to the total net change.

   
Three months Ended September 30,
   
Six months Ended September 30,
 
   
2008 vs. 2007
   
2008 vs. 2007
 
                                     
   
Increase (Decrease) Due to
         
Increase (Decrease) Due to
       
               
Total
               
Total
 
               
Increase
               
Increase
 
(in thousands)
 
Volume
   
Rate
   
(Decrease)
   
Volume
   
Rate
   
(Decrease)
 
                                     
Interest Income:
                                   
    Mortgage loans
  $ 1,827     $ (2,770 )   $ (943 )   $ 3,276     $ (5,426 )   $ (2,150 )
    Non-mortgage loans
    360       (623 )     (263 )     586       (1,198 )     (612 )
    Mortgage-backed securities
    (20 )     (10 )     (30 )     (39 )     (21 )     (60 )
Investment securities (1)
    4       (24 )     (20 )     (118 )     (27 )     (145 )
Daily interest-bearing
    (172 )     (174 )     (346 )     (240 )     (279 )     (519 )
Other earning assets
    1       16       17       3       37       40  
Total interest income
    2,000       (3,585 )     (1,585 )     3,468       (6,914 )     (3,446 )
                                                 
Interest Expense:
                                               
Regular savings accounts
    -       -       -       (2 )     -       (2 )
Interest checking accounts
    (337 )     (549 )     (886 )     (676 )     (1,106 )     (1,782 )
Money market deposit accounts
    (634 )     (1,160 )     (1,794 )     (1,023 )     (2,277 )     (3,300 )
Certificates of deposit
    878       (431 )     447       1,546       (779 )     767  
Other interest-bearing liabilities
    1,137       (437 )     700       2,098       (711 )     1,387  
Total interest expense
    1,044       (2,577 )     (1,533 )     1,943       (4,873 )     (2,930 )
Net interest income
  $ 956     $ (1,008 )   $ (52 )   $ 1,525     $ (2,041 )   $ (516 )
                                                 
(1) Interest is presented on a fully tax-equivalent basis under a tax rate of 34%
                         

Provision for Loan Losses.  The provision for loan losses for the three months and six months ended September 30, 2008 was $7.2 million and $10.0 million, respectively, compared to $400,000 and $450,000 for the same prior year periods.  The increase in the provision for loan losses is primarily the result of the current economic conditions and slowdown in residential real estate sales which has resulted in decreasing home and land values.  In addition, the Company also further enhanced an already extensive analysis of its loan portfolio during the quarter ended September 30, 2008.  The problem loans identified by the Company are limited to a few lending relationships that were previously identified by the Company as impaired loans at June 30, 2008.  These loans largely consist of land acquisition and development loans.  While the level of non-performing assets have remained relatively unchanged since the previous linked quarter, the deterioration in home and land values have caused the collateral value for certain of these loans to further decline.  As a result, the Company increased its specific reserves for certain of these impaired loans by $5.6 million for the quarter ended September 30, 2008.

The Company also charged off $4.1 million of these impaired loans.  Net charge-offs for the current six-month period were $4.5 million, compared to $41,000 for the same period last year. Annualized net charge-offs to average net loans for the three month and six month period ended September 30, 2008 were 2.12% and 1.16%, respectively, compared to 0.04% and 0.01% for the same respective periods in the prior year.  The ratio of allowance for loans losses to total net loans was 2.05% at September 30, 2008 compared to 1.30% at September 30, 2007.  Management’s evaluation of the allowance for loan losses is based on ongoing, quarterly assessments of the known and inherent risks in the loan portfolio.  Loss factors are based on the Company’s historical loss experience with additional consideration and adjustments made for other economic conditions.  Management considers the allowance for loan losses at September 30, 2008 to be adequate to cover probable losses inherent in the loan portfolio based on the assessment of various factors affecting the loan portfolio.

Non-Interest Income.  Non-interest income decreased $3.5 million and $3.6 million for the quarter and six months ended September 30, 2008, respectively.  An increase in impairment on investment securities coupled with a decrease in brokered loan fees were partially offset by an increase in asset management fees.  For the quarter and six months ended September 30, 2008, impairment on investments securities increased by $3.4 million and broker loan fees, included in fees and service charges on the accompanying consolidated statements of income, decreased by $255,000 and $518,000 respectively, compared to the same prior year periods.  The increase in asset management fees of $34,000 and $110,000 for the quarter and six months September 30, 2008, respectively, compared to the same periods in prior year reflects the increase in assets under management by RAMCorp. from $302.9 million at September 30, 2007 to $325.5 million at September 30, 2008.
 
 
27


Non-Interest Expense.  Non-interest expense decreased $123,000 and $237,000 for the quarter and six months ended September 30, 2008, respectively, compared to the same prior year periods.  Management continues to focus on managing controllable costs as the Company proactively adjusts to a lower level of real estate business activity.  Salaries and employee benefits decreased $168,000 and $252,000 for the three months and six months ended September 30, 2008, respectively, compared to the three months and six months ended September 30, 2007, respectively.  This decrease was primarily attributable to a decrease in broker commissions of $174,000 and $240,000 for the three months and six months ended September 30, 2008, respectively, compared to the same periods in prior year.  Full-time equivalent employees increased to 264 at September 30, 2008 from 260 at September 30, 2007.  Marketing expense also decreased $115,000 and $216,000 for the quarter and six months ended September 30, 2008, respectively, compared to the quarter and six months ended September 30, 2007 respectively.

These decreases were partially offset by an increase in the Company’s FDIC Insurance premium of $138,000 and $233,000 for the three months and six months ended September 30, 2008, compared to the same prior year periods as a result of a one-time FDIC credit which the Company applied against its insurance expense in fiscal year 2008.

Income Taxes.  The benefit for income taxes was $2.4 million and $2.0 million for the three months and six months ended September 30, 2008, respectively, compared to a provision of $1.2 million and $2.7 million for the three months and six months ended September 30, 2007.  This benefit for income taxes was a result of the net pre-tax loss incurred for the quarter and six months ended September 30, 2008. The effective tax rate for three months and six months ended September 30, 2008 was 36.2% and 37.5%, respectively compared to 33.9% and 34.0% for the three months and six months ended September 30, 2007, respectively.  When the Company incurs a pre-tax loss its effective tax rate is higher than the statutory tax rate primarily as a result of non-taxable income generated from investments in bank owned life insurance and tax-exempt municipal bonds.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

There has not been any material change in the market risk disclosures contained in the 2008 Form 10-K.

Item 4.  Controls and Procedures

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13(a) - 15(e) of the Securities Exchange Act of 1934) was carried out as of September 30, 2008 under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s senior management as of the end of the period covered by this report.  The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Securities and Exchange Act of 1934 is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

In the quarter-ended September 30, 2008, the Company did not make any changes in its internal control over financial reporting that has materially affected, or is reasonably likely to materially affect these controls.  The Company intends to continually review and evaluate the design and effectiveness of its disclosure controls and procedures and to improve its controls and procedures over time and to correct any deficiencies that it may discover in the future.  The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company’s business.

While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures.  The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all error and fraud.  A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met.  Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns in controls or procedures can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any control procedure is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control procedure, misstatements attributable to error or fraud may occur and not be detected.
 
 
28

RIVERVIEW BANCORP, INC. AND SUBSIDIARY
PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is party to litigation arising in the ordinary course of business.  In the opinion of management, these actions will not have a material adverse effect, on the Company’s financial position, results of operations, or liquidity.

Item 1A. Risk Factors

Listed below are updates to the market risk information provided in the 2008 Form 10-K.  These updates should be read in conjunction with the 2008 Form 10-K.

Our business is subject to general economic risks that could adversely impact our results of operations and financial condition.

·  
Changes in economic conditions, particularly in the States of Washington and Oregon, could hurt our business.

Our business is directly affected by market conditions, trends in industry and finance, legislative and regulatory changes, and changes in governmental monetary and fiscal policies and inflation, all of which are beyond our control.  In 2007, the housing and real estate sectors experienced an economic slowdown that has continued into 2008.  Further deterioration in economic conditions, in particular within our primary market area in Clark, Cowlitz, Klickitat and Skamania counties of Washington and Multnomah, Clackamas and Marion counties of Oregon real estate markets, could result in the following consequences, among others, any of which could hurt our business materially: loan delinquencies may increase; problem assets and foreclosures may increase; demand for our products and services may decline; and collateral for loans made by us, especially real estate, may decline in value, in turn reducing a customer’s borrowing power and reducing the value of assets and collateral securing our loans.

·  
Downturns in the real estate markets in our primary market area could hurt our business.

Our business activities and credit exposure are primarily concentrated in Clark, Cowlitz, Klickitat and Skamania counties of Washington and Multnomah, Clackamas and Marion counties of Oregon.  While we do not have any sub-prime loans, our construction and land loan portfolios, our commercial and multifamily loan portfolios and certain of our other loans have been affected by the downturn in the residential real estate market.  We anticipate that further declines in the real estate markets in our primary market area may hurt our business.  As of September 30, 2008, a substantial portion of our loan portfolio consisted of loans secured by real estate located in these markets.  If real estate values continue to decline the collateral for our loans will provide less security.  As a result, our ability to recover on defaulted loans by selling the underlying real estate will be diminished, and we would be more likely to suffer losses on defaulted loans.  These events and conditions described in this risk factor could therefore have a material adverse effect on our business, results of operations and financial condition.

·  
We may suffer losses in our loan portfolio despite our underwriting practices.

We seek to mitigate the risks inherent in our loan portfolio by adhering to specific underwriting practices.  Although we believe that our underwriting criteria are appropriate for the various kinds of loans we make, we may incur losses on loans that meet our underwriting criteria, and these losses may exceed the amounts set aside as reserves in our allowance for loan losses.

Recent negative developments in the financial industry and credit markets may continue to adversely impact our financial condition and results of operations.

Negative developments beginning in the latter half of 2007 in the sub-prime mortgage market and the securitization markets for such loans, together the continued economic downturn nationally during 2008, have resulted in uncertainty in the financial markets in general.  Many lending institutions, including us, have experienced substantial declines in the performance of their loans, including construction and land loans, multifamily loans, commercial loans and consumer loans.  Moreover, competition among depository institutions for deposits and quality loans has increased significantly. In addition, the values of real estate collateral supporting many construction and land, commercial and multifamily and other commercial loans and home mortgages have declined and may continue to decline. Bank and holding company stock prices have been negatively affected, as has the ability of banks and holding companies to raise capital or borrow in the debt markets compared to recent years. These conditions may have a material adverse effect on our financial condition and results of operations.  In addition, as a result of the foregoing factors, there is a potential for new federal or state laws and regulations regarding lending and funding practices and liquidity standards, and bank regulatory agencies are expected to
 
 
29

 
be very aggressive in responding to concerns and trends identified in examinations, including the expected issuance of formal enforcement orders.  Continued negative developments in the financial industry and the impact of new legislation in response to those developments could restrict our business operations, including our ability to originate or sell loans, and adversely impact our results of operations and financial condition.

We may be required to make further increases in our provisions for loan losses and to charge off additional loans in the future, which could adversely affect our results of operations.

For the six months ended September 30, 2008 we recorded a provision for loan losses of $10.0 million compared to $450,000 for the six months ended September 30, 2007, which reduced our results of operations for the six month ended September 30, 2008.  We also recorded net loan charge-offs of $4.5 million for the six months ended September 30, 2008 compared to $41,000 for the six months ended September 30, 2007.  Generally, our non-performing loans and assets reflect operating difficulties of individual borrowers resulting from weakness in the economy of the Pacific Northwest.  In addition, slowing sales have been a contributing factor to the increase in non-performing loans as well as the increase in delinquencies.  At September 30, 2008, our total non-performing loans had increased to $22.1 million compared to $132,000 at September 30, 2007.  In that regard, our portfolio is concentrated in construction and land loans and commercial and multi-family loans, all of which have a higher risk of loss than residential mortgage loans.   While construction and land development loans represented 30% of our total loan portfolio at September 30, 2008 they represented 79% of our non-performing assets at that date.  If current trends in the housing and real estate markets continue, we may continue to experience increased delinquencies and credit losses.  An increase in our credit losses or our provision for loan losses would adversely affect our financial condition and results of operations,

 
Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.
 
Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, and other sources could have a substantial negative effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities or the terms of which are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy in general. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of our business activity as a result of a downturn in the markets in which our loans are concentrated or adverse regulatory action against us. Our ability to borrow could also be impaired by factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations about the prospects for the financial services industry in light of the recent turmoil faced by banking organizations and the continued deterioration in credit markets.

We may experience future goodwill impairment.

Recently, the Company’s common stock has been trading at a price below its book value. As a result we evaluated goodwill for impairment during the second quarter of fiscal 2009, but no impairment was identified.  Our assessment of the fair value of goodwill is based on an evaluation of current purchase transactions, discounted cash flows from forecasted earnings and our current market capitalization. Our evaluation of the fair value of goodwill involves a substantial amount of judgment. If impairment of goodwill was deemed to exist, we would be required to write down our assets resulting in a charge to earnings.  A write-down of goodwill due to impairment would adversely impact our results of operations and financial condition; however, it would have no impact on our regulatory capital.

 
We may elect or be compelled to seek additional capital in the future, but that capital may not be available when it is needed.
 
We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations.  In addition, we may elect to raise additional capital to support our business or to finance acquisitions, if any, or we may otherwise elect or to raise additional capital.  In that regard, a number of financial institutions have recently raised considerable amounts of capital as a result of a deterioration in their results of operations and financial condition arising from the turmoil in the mortgage loan market, deteriorating economic conditions, declines in real estate values and other factors.  Should we be required by regulatory authorities to raise additional capital, we may seek to do so through the issuance of, among other things, our common stock or preferred stock.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure you of our ability to raise additional capital if needed or on terms acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our financial condition, results of operations and prospects.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
 
 
30

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders on July 18, 2007.  The following is a brief description and vote count of the proposed voted upon at the annual meeting.

Proposal – Election of directors.  Votes were as follows:
 
 
Nominee                                                                           
Votes For
 Votes Withheld
Patrick Sheaffer (2011)             7,343,461           85,878 
Edward R. Geiger   (2011)             7,337,015          92,324 
 
The following are the names of the directors (and remaining term) whose term in office continued after the annual meeting:  Gary R. Douglass (2009); Jerry C. Olson (2009); Ronald A. Wysaske (2010); Paul L. Runyan (2010); and Michael D. Allen (2010).

Item 5. Other Information

Not applicable

Item 6. Exhibits                  
                    
  3.1   Articles of Incorporation of the Registrant (1) 
  3.2   Bylaws of the Registrant (1) 
  4   Form of Certificate of Common Stock of the Registrant (1) 
 
10.1 
Form of Employment Agreement between the Bank and each Patrick Sheaffer, Ronald A. Wysaske, David A. Dahlstrom and John A. Karas(2) 
  10.2    Employee Severance Compensation Plan (3) 
  10.3  Employee Stock Ownership Plan (4) 
  10.5  1998 Stock Option Plan (5) 
  10.7  2003 Stock Option Plan (6) 
  10.8   Form of Incentive Stock Option Award Pursuant to 2003 Stock Option Plan (7) 
  10.9   Form of Non-qualified Stock Option Award Pursuant to 2003 Stock Option Plan (7) 
 
11
Statement recomputation of per share earnings (See Note 4 of Notes to Consolidated Financial Statements contained herein.)
 
31.1
Certifications of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
 
31.2
Certifications of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
 
32
Certifications of the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act 

(1)
Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (Registration No. 333-30203), and incorporated herein by reference.
(2)
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the SEC on September 18, 2007 and incorporated herein by reference.
(3)
Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter-ended September 30, 1997, and incorporated herein by reference.
(4)
Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended March 31, 1998, and incorporated herein by reference.
(5)
Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-66049), and incorporated herein by reference.
(6)  
Filed as Exhibit 99 to the Registration Statement on form S-8 (Registration No. 333-109894), and incorporated herein by reference.
(7)  
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter-ended December 31, 2005, and incorporated herein by reference.

 
31

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
                                   RIVERVIEW BANCORP, INC.   
   
   
   
By:  /S/Patrick Sheaffer By:  /S/Kevin J. Lycklama
        Patrick Sheaffer          Kevin J. Lycklama
        Chairman of the Board          Senior Vice President
        Chief Executive Officer          Chief Financial Officer
        (Principal Executive Officer)  
   
Date:    November 1, 2008 Date:  November 1, 2008
 

               
 
32

 

EXHIBIT INDEX

 
31.1
Certifications of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
 
31.2
Certifications of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
 
32
Certifications of the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

 
33

 


Exhibit 31.1
Section 302 Certification

I, Patrick Sheaffer, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 of Riverview Bancorp, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)- 15(e) and 15(d)- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a)- 15(f) and 15(d)- 15(f)) for the registrant and have:

(a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fiscal fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial data information; and

(b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting



 
Date:  November 1, 2008   
  /S/ Patrick Sheaffer 
  Patrick Sheaffer 
  Chairman and Chief Executive Officer 
 

 

 
34

 


Exhibit 31.2
Section 302 Certification

I, Kevin J. Lycklama, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 of Riverview Bancorp, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a) - 15(e) and 15(d) - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13(a) - 15(f) and 15(d) - 15(f)) for the registrant and have:

(a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fiscal fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting



 
Date:  November 1, 2008     
  /S/Kevin J. Lycklama  
  Kevin J. Lycklama 
  Chief Financial Officer 
 

                                         
 
 


 
35

 

Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF RIVERVIEW
BANCORP, INC.
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), each of the undersigned hereby certifies in his capacity as an officer of Riverview Bancorp, Inc. (the “Company”) and in connection with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 that:

1.         
the report fully complies with the requirements of sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, and

2.        
the information contained in the report fairly presents, in all material respects, Riverview Bancorp, Inc.’s financial condition and results of operations as of the dates and for the periods presented in the financial statements included in the Report.



        /S/ Patrick Sheaffer
        /S/ Kevin J. Lycklama
        Patrick Sheaffer         Kevin J. Lycklama
        Chief Executive Officer          Chief Financial Officer
   
         Dated: November 1, 2008           Dated: November 1, 2008
                                                                             
                                                                            


                                                                             


 
36