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RIVERVIEW BANCORP INC - Quarter Report: 2019 September (Form 10-Q)

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, 2019

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: 000-22957

RIVERVIEW BANCORP, INC.
(Exact name of registrant as specified in its charter)

Washington
 
91-1838969
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer I.D. Number)
 
 
 
900 Washington St., Ste. 900, Vancouver, Washington
 
98660
(Address of principal executive offices)
 
(Zip Code)
 
 
 
Registrant's telephone number, including area code:
 
(360) 693-6650
 
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, Par Value $0.01 per share
 
RVSB
 
The NASDAQ Stock Market LLC
                                                    
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]   No [   ]

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      Yes  [X]   No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]                                       Accelerated filer [X]                                   Non-accelerated filer [   ]
Smaller reporting company [X]                               Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 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, 22,748,385 shares outstanding as of November 7, 2019.


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, 2019 and March 31, 2019
2
 
 
 
 
Consolidated Statements of Income for the
Three and Six months Ended September 30, 2019 and 2018
3
 
 
 
 
Consolidated Statements of Comprehensive Income for the
Three and Six months Ended September 30, 2019 and 2018
4
 
 
 
 
Consolidated Statements of Shareholders’ Equity for the
Three and Six months Ended September 30, 2019 and 2018
5
 
 
 
 
Consolidated Statements of Cash Flows for the
Six months Ended September 30, 2019 and 2018
6
 
 
 
 
Notes to Consolidated Financial Statements
7
 
 
 
Item 2:
Management's Discussion and Analysis of
Financial Condition and Results of Operations
26
 
 
 
Item 3:
Quantitative and Qualitative Disclosures About Market Risk
41
 
 
 
Item 4:
Controls and Procedures
41
 
 
 
Part II.
Other Information
42-43
 
 
 
Item 1:
Legal Proceedings
 
 
 
 
Item 1A:
Risk Factors
 
 
 
 
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
 
     
Item 3:
Defaults Upon Senior Securities  
     
Item 4:
Mine Safety Disclosures  
     
Item 5:
Other Information  
     
Item 6:
Exhibits  
     
SIGNATURES
44
     
Certifications   
 
Exhibit 31.1   
Exhibit 31.2   
Exhibit 32
 

Forward-Looking Statements

As used in this Form 10-Q, the terms “we,” “our,” “us,” “Riverview” and “Company” refer to Riverview Bancorp, Inc. and its consolidated subsidiaries, including its wholly-owned subsidiary, Riverview Community Bank, unless the context indicates otherwise.

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: When used in this Form 10-Q, the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook,” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about future performance. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated, including, but not limited to: the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in the Company’s allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets; changes in general economic conditions, either nationally or in the Company’s market areas; changes in the levels of general interest rates, and the relative differences between short and long-term interest rates, deposit interest rates, the Company’s net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in the Company’s market areas; secondary market conditions for loans and the Company’s ability to sell loans in the secondary market; results of examinations of our bank subsidiary, Riverview Community Bank, by the Office of the Comptroller of the Currency and of the Company by the Board of Governors of the Federal Reserve System, or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require the Company to increase its allowance for loan losses, write-down assets, reclassify its assets, change Riverview Community Bank’s regulatory capital position or affect the Company’s ability to borrow funds or maintain or increase deposits, which could adversely affect its liquidity and earnings; legislative or regulatory changes that adversely affect the Company’s business including changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules, including as a result of Basel III; the Company’s ability to attract and retain deposits; increases in premiums for deposit insurance; the Company’s ability to control operating costs and expenses; the use of estimates in determining fair value of certain of the Company’s assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risks associated with the loans on the Company’s consolidated balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect the Company’s workforce and potential associated charges; disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing functions; the Company’s ability to retain key members of its senior management team; costs and effects of litigation, including settlements and judgments; the Company’s ability to implement its business strategies; the Company's ability to successfully integrate any assets, liabilities, customers, systems, and management personnel it may acquire into its operations and the Company's ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; the Company’s ability to pay dividends on its common stock and interest or principal payments on its junior subordinated debentures; 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, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting standards; other economic, competitive, governmental, regulatory, and technological factors affecting the Company’s operations, pricing, products and services; and the other risks described from time to time in our filings with the Securities and Exchange Commission.

The Company cautions readers not to place undue reliance on any forward-looking statements. 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. The Company does not undertake and specifically disclaims any obligation to revise any forward-looking statements included in this report or the reasons why actual results could differ from those contained in such statements, whether as a result of new information or to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for fiscal 2020 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of, us and could negatively affect the Company’s consolidated financial condition and consolidated results of operations as well as its stock price performance.



1


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

RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2019 AND MARCH 31, 2019

(In thousands, except share and per share data) (Unaudited)
 
September 30,
2019
   
March 31, 2019
 
ASSETS
           
Cash and cash equivalents (including interest-earning accounts of $32,632 and $5,844)
$
48,888
 
$
22,950
 
Certificates of deposit held for investment
 
249
   
747
 
Loans held for sale
 
310
   
909
 
Investment securities:
           
Available for sale, at estimated fair value
 
163,682
   
178,226
 
Held to maturity, at amortized cost (estimated fair value of $32 and $35)
 
31
   
35
 
Loans receivable (net of allowance for loan losses of $11,436 and $11,457)
 
869,880
   
864,659
 
Prepaid expenses and other assets
 
8,136
   
4,596
 
Accrued interest receivable
 
3,827
   
3,919
 
Federal Home Loan Bank stock (“FHLB”), at cost
 
1,380
   
3,644
 
Premises and equipment, net
 
15,490
   
15,458
 
Deferred income taxes, net
 
3,296
   
4,195
 
Mortgage servicing rights, net
 
247
   
296
 
Goodwill
 
27,076
   
27,076
 
Core deposit intangible (“CDI”), net
 
839
   
920
 
Bank owned life insurance (“BOLI”)
 
29,688
   
29,291
 
TOTAL ASSETS
$
1,173,019
 
$
1,156,921
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
           
             
LIABILITIES:
           
Deposits
$
982,275
 
$
925,068
 
Accrued expenses and other liabilities
 
17,502
   
12,536
 
Advanced payments by borrowers for taxes and insurance
 
1,117
   
631
 
FHLB advances
 
-
   
56,586
 
Junior subordinated debentures
 
26,619
   
26,575
 
Finance lease liability
 
2,387
   
2,403
 
Total liabilities
 
1,029,900
   
1,023,799
 
             
 COMMITMENTS AND CONTINGENCIES (See Note 14)
           
             
SHAREHOLDERS’ EQUITY:
           
Serial preferred stock, $.01 par value; 250,000 shares authorized; issued and outstanding: none
 
-
   
-
 
Common stock, $.01 par value; 50,000,000 shares authorized
           
September 30, 2019 – 22,748,385 shares issued and outstanding
 
227
   
226
 
March 31, 2019 – 22,607,712 shares issued and outstanding
           
Additional paid-in capital
 
65,559
   
65,094
 
Retained earnings
 
77,112
   
70,428
 
Accumulated other comprehensive income (loss)
 
221
   
(2,626
)
Total shareholders’ equity
 
143,119
   
133,122
 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
1,173,019
 
$
1,156,921
 

See accompanying notes to consolidated financial statements.

2


RIVERVIEW BANCORP, INC. AND SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED
SEPTEMBER 30, 2019 AND 2018

 
Three Months Ended
September 30,
   
Six Months Ended
September 30,
 
(In thousands, except share and per share data) (Unaudited)
 
2019
   
2018
   
2019
   
2018
 
INTEREST AND DIVIDEND INCOME:
                       
Interest and fees on loans receivable
$
11,893
 
$
11,119
 
$
23,447
 
$
22,079
 
Interest on investment securities – taxable
 
860
   
1,116
   
1,738
   
2,314
 
Interest on investment securities – nontaxable
 
36
   
36
   
73
   
73
 
Other interest and dividends
 
93
   
118
   
180
   
211
 
Total interest and dividend income
 
12,882
   
12,389
   
25,438
   
24,677
 
                         
INTEREST EXPENSE:
                       
Interest on deposits
 
660
   
259
   
1,011
   
519
 
Interest on borrowings
 
503
   
352
   
1,238
   
710
 
Total interest expense
 
1,163
   
611
   
2,249
   
1,229
 
Net interest income
 
11,719
   
11,778
   
23,189
   
23,448
 
Provision for loan losses
 
-
   
250
   
-
   
50
 
Net interest income after provision for loan losses
 
11,719
   
11,528
   
23,189
   
23,398
 
                         
NON-INTEREST INCOME:
                       
Fees and service charges
 
1,752
   
1,514
   
3,389
   
3,086
 
Asset management fees
 
1,090
   
943
   
2,233
   
1,869
 
Net gains on sales of loans held for sale
 
46
   
44
   
142
   
196
 
BOLI
 
204
   
174
   
397
   
353
 
Other, net
 
77
   
165
   
144
   
205
 
Total non-interest income, net
 
3,169
   
2,840
   
6,305
   
5,709
 
                         
NON-INTEREST EXPENSE:
                       
Salaries and employee benefits
 
5,697
   
5,283
   
11,412
   
10,861
 
Occupancy and depreciation
 
1,277
   
1,351
   
2,597
   
2,710
 
Data processing
 
669
   
622
   
1,349
   
1,253
 
Amortization of CDI
 
41
   
46
   
81
   
92
 
Advertising and marketing
 
298
   
266
   
508
   
458
 
FDIC insurance premium
 
-
   
85
   
80
   
161
 
State and local taxes
 
174
   
182
   
369
   
350
 
Telecommunications
 
76
   
88
   
162
   
181
 
Professional fees
 
263
   
387
   
588
   
671
 
Other
 
508
   
605
   
1,051
   
1,197
 
Total non-interest expense
 
9,003
   
8,915
   
18,197
   
17,934
 
                         
INCOME BEFORE INCOME TAXES
 
5,885
   
5,453
   
11,297
   
11,173
 
PROVISION FOR INCOME TAXES
 
1,351
   
1,224
   
2,571
   
2,502
 
NET INCOME
$
4,534
 
$
4,229
 
$
8,726
 
$
8,671
 
                         
Earnings per common share:
                       
Basic
$
0.20
 
$
0.19
 
$
0.39
 
$
0.38
 
Diluted
 
0.20
   
0.19
   
0.38
   
0.38
 
Weighted average number of common shares outstanding:
                       
Basic
 
22,643,103
   
22,579,839
   
22,631,406
   
22,575,009
 
Diluted
 
22,702,696
   
22,658,737
   
22,694,067
   
22,655,297
 

See accompanying notes to consolidated financial statements.


3


RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTHS ENDED
SEPTEMBER 30, 2019 AND 2018

 
Three Months Ended
September 30,
 
Six Months Ended
September 30,
 
(In thousands) (Unaudited)
 
2019
   
2018
   
2019
   
2018
 
                         
Net income
$
4,534
 
$
4,229
 
$
8,726
 
$
8,671
 
                         
Other comprehensive income (loss):
                       
Net unrealized holding gain (loss) from available for sale investment securities arising
                       
during the period, net of tax of ($223), $313, ($898) and $539, respectively
 
712
   
(1,018
)
 
2,847
   
(1,754
)
                         
Total comprehensive income, net
$
5,246
 
$
3,211
 
$
11,573
 
$
6,917
 


See accompanying notes to consolidated financial statements.







4

RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

 
Common Stock
                         
(In thousands, except share data) (Unaudited)
 
Shares
   
Amount
   
Additional
Paid-In
Capital
   
Retained
Earnings
   
Accumulated
Other
Comprehensive
Income (Loss)
   
Total
 
                                     
For the three months ended September 30, 2018
                                   
                                     
Balance July 1, 2018
   
22,570,179
   
$
226
   
$
64,882
   
$
60,204
   
$
(5,484
)
 
$
119,828
 
                                                 
Net income
   
-
     
-
     
-
     
4,229
     
-
     
4,229
 
Cash dividends on common stock ($0.035 per share)
   
-
     
-
     
-
     
(791
)
   
-
     
(791
)
Exercise of stock options
   
28,533
     
-
     
151
     
-
     
-
     
151
 
Stock-based compensation expense
   
-
     
-
     
11
     
-
     
-
     
11
 
Other comprehensive loss, net
   
-
     
-
     
-
     
-
     
(1,018
)
   
(1,018
)
Balance September 30, 2018
   
22,598,712
   
$
226
   
$
65,044
   
$
63,642
   
$
(6,502
)
 
$
122,410
 
                                                 
For the six months ended September 30, 2018
                                               
                                                 
Balance April 1, 2018
   
22,570,179
   
$
226
   
$
64,871
   
$
56,552
   
$
(4,748
)
 
$
116,901
 
                                                 
Net income
   
-
     
-
     
-
     
8,671
     
-
     
8,671
 
Cash dividends on common stock ($0.070 per share)
   
-
     
-
     
-
     
(1,581
)
   
-
     
(1,581
)
Exercise of stock options
   
28,533
     
-
     
151
     
-
     
-
     
151
 
Stock-based compensation expense
   
-
     
-
     
22
     
-
     
-
     
22
 
Other comprehensive loss, net
   
-
     
-
     
-
     
-
     
(1,754
)
   
(1,754
)
Balance September 30, 2018
   
22,598,712
   
$
226
   
$
65,044
   
$
63,642
   
$
(6,502
)
 
$
122,410
 


For the three months ended September 30, 2019
                                   
                                     
Balance July 1, 2019
   
22,705,385
   
$
226
   
$
65,326
   
$
73,602
   
$
(491
)
 
$
138,663
 
                                                 
Net income
   
-
     
-
     
-
     
4,534
     
-
     
4,534
 
Cash dividends on common stock ($0.045 per share)
   
-
     
-
     
-
     
(1,024
)
   
-
     
(1,024
)
Exercise of stock options
   
43,000
     
1
     
164
     
-
     
-
     
165
 
Stock-based compensation expense
   
-
     
-
     
69
     
-
     
-
     
69
 
Other comprehensive income, net
   
-
     
-
     
-
     
-
     
712
     
712
 
Balance September 30, 2019
   
22,748,385
   
$
227
   
$
65,559
   
$
77,112
   
$
221
   
$
143,119
 
                                                 
                                                 
For the six months ended September 30, 2019
                                               
                                                 
Balance April 1, 2019
   
22,607,712
   
$
226
   
$
65,094
   
$
70,428
   
$
(2,626
)
 
$
133,122
 
                                                 
Net income
   
-
     
-
     
-
     
8,726
     
-
     
8,726
 
Cash dividends on common stock ($0.090 per share)
   
-
     
-
     
-
     
(2,042
)
   
-
     
(2,042
)
Exercise of stock options
   
58,000
     
1
     
216
     
-
     
-
     
217
 
Restricted stock grants
   
82,673
     
-
     
-
     
-
     
-
     
-
 
Stock-based compensation expense
   
-
     
-
     
249
     
-
     
-
     
249
 
Other comprehensive income, net
   
-
     
-
     
-
     
-
     
2,847
     
2,847
 
Balance September 30, 2019
   
22,748,385
   
$
227
   
$
65,559
   
$
77,112
   
$
221
   
$
143,119
 

See accompanying notes to consolidated financial statements.


5


RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

(In thousands) (Unaudited)
 
2019
   
2018
 
             
 CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income
 
$
8,726
   
$
8,671
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
1,496
     
1,404
 
Purchased loans amortization, net
   
181
     
9
 
Provision for loan losses
   
-
     
50
 
Stock-based compensation expense
   
249
     
22
 
Increase in deferred loan origination fees, net of amortization
   
96
     
506
 
Origination of loans held for sale
   
(4,786
)
   
(6,110
)
Proceeds from sales of loans held for sale
   
5,477
     
6,419
 
Net gains on sales of loans held for sale and sales of premises and equipment
   
(216
)
   
(198
)
Income from BOLI
   
(397
)
   
(353
)
Changes in certain other assets and liabilities:
               
Prepaid expenses and other assets
   
2,001
     
(1,307
)
Accrued interest receivable
   
92
     
(194
)
Accrued expenses and other liabilities
   
(677
)
   
4,303
 
Net cash provided by operating activities
   
12,242
     
13,222
 
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Loan repayments (originations), net
   
1,530
     
(21,874
)
Purchases of loans receivable
   
(6,992
)
   
(16,350
)
Principal repayments on investment securities available for sale
   
14,515
     
14,496
 
Proceeds from calls of investment securities available for sale
   
3,000
     
5,000
 
Principal repayments on investment securities held to maturity
   
4
     
4
 
Purchases of premises and equipment and capitalized software
   
(599
)
   
(194
)
Redemption of certificates of deposit held for investment
   
498
     
1,983
 
Redemption of FHLB stock, net
   
2,264
     
-
 
Proceeds from sales of real estate owned (“REO”) and premises and equipment
   
81
     
326
 
Net cash provided by (used in) investing activities
   
14,301
     
(16,609
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Net increase (decrease) in deposits
   
57,217
     
(13,384
)
Dividends paid
   
(1,923
)
   
(1,467
)
Proceeds from borrowings
   
214,897
     
59,740
 
Repayment of borrowings
   
(271,483
)
   
(59,740
)
Net increase in advance payments by borrowers for taxes and insurance
   
486
     
413
 
Principal payments on finance lease liability
   
(16
)
   
(13
)
Proceeds from exercise of stock options
   
217
     
151
 
Net cash used in financing activities
   
(605
)
   
(14,300
)
                 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
25,938
     
(17,687
)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
   
22,950
     
44,767
 
CASH AND CASH EQUIVALENTS, END OF PERIOD
 
$
48,888
   
$
27,080
 
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
               
Cash paid during the period for:
               
Interest
 
$
2,202
   
$
1,183
 
Income taxes
   
1,482
     
4,591
 
                 
NONCASH INVESTING AND FINANCING ACTIVITIES:
               
Dividends declared and accrued in other liabilities
 
$
1,023
   
$
791
 
Other comprehensive income (loss)
   
3,745
     
(2,293
)
Income tax effect related to other comprehensive income (loss)
   
(898
)
   
539
 
Right-of-use lease assets obtained in exchange for operating lease liabilities
   
5,603
     
-
 

See accompanying notes to consolidated financial statements.


6




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 (“generally accepted accounting principles” or “GAAP”). However, all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim unaudited consolidated financial statements have been included. All such adjustments are of a normal recurring nature.

The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Riverview Bancorp, Inc. Annual Report on Form 10-K for the year ended March 31, 2019 (“2019 Form 10-K”). The unaudited consolidated results of operations for the six months ended September 30, 2019 are not necessarily indicative of the results which may be expected for the entire fiscal year ending March 31, 2020.

The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Certain prior period amounts have been reclassified to conform to the current period presentation; such reclassifications had no effect on previously reported net income or total equity.

2.
PRINCIPLES OF CONSOLIDATION

The accompanying unaudited consolidated financial statements include the accounts of Riverview Bancorp, Inc.; its wholly-owned subsidiary, Riverview Community Bank (the “Bank”); and the Bank’s wholly-owned subsidiaries, Riverview Services, Inc. and Riverview Trust Company (the “Trust Company”) (collectively referred to as the “Company”). All inter-company transactions and balances have been eliminated in consolidation.

3.
STOCK PLANS AND STOCK-BASED COMPENSATION

In July 2003, shareholders of the Company approved the adoption of the 2003 Stock Option Plan (“2003 Plan”). The 2003 Plan was effective in July 2003 and expired in July 2013. Accordingly, no further option awards may be granted under the 2003 Plan; however, any awards granted prior to their respective expiration dates remain outstanding subject to their terms. 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 the grant, a maximum term of ten years and a vesting period from zero to five years.

In July 2017, the shareholders of the Company approved the Riverview Bancorp, Inc. 2017 Equity Incentive Plan (“2017 Plan”). The 2017 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock and restricted stock units. The Company has reserved 1,800,000 shares of its common stock for issuance under the 2017 Plan. The 2003 Plan and the 2017 Plan are collectively referred to as “the Stock Option Plans”.

As of September 30, 2019 and 2018, the Trust Company had 2,500 Trust Company stock options outstanding which had been granted to the President and Chief Executive Officer of the Trust Company. During both the three and six months ended September 30, 2019 and 2018, the Trust Company incurred $11,000 and $22,000, respectively, of stock-based compensation expense related to these options. No Trust Company stock options were exercised as of September 30, 2019 and 2018.

The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes 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 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 is 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. There were no stock options granted under the 2017 Stock Option Plan during the three and six months ended September 30, 2019 and 2018.



7


As of September 30, 2019, all outstanding stock options were fully vested and there was no remaining unrecognized compensation expense under the Stock Option Plans. Unrecognized compensation expense related to the Trust Company stock options totaled $66,000 as of September 30, 2019. There was no stock-based compensation expense related to stock options for the three and six months ended September 30, 2019 and 2018 under the Stock Option Plans.

The following table presents the activity related to stock options under the Stock Option Plans for the periods shown:

 
Six Months Ended
September 30, 2019
 
Six Months Ended
September 30, 2018
 
 
Number of
Shares
   
Weighted
Average
Exercise
Price
 
Number of
Shares
   
Weighted
Average
Exercise
Price
 
Balance, beginning of period
101,332
 
$
3.26
 
141,365
 
$
3.77
 
Options exercised
(58,000
)
 
3.69
 
(28,533
)
 
5.30
 
Expired
-
   
-
 
(2,500
)
 
8.12
 
Balance, end of period
43,332
 
$
2.69
 
110,332
 
$
3.27
 

The following table presents information on stock options outstanding under the Stock Option Plans as of September 30, 2019 and 2018:

               
   
2019
     
2018
 
Stock options fully vested and expected to vest:
             
Number
 
43,332
     
110,332
 
Weighted average exercise price
$
2.69
   
$
3.27
 
Aggregate intrinsic value (1)
$
203,000
   
$
614,000
 
Weighted average contractual term of options (years)
 
3.30
     
2.70
 
Stock options fully vested and currently exercisable:
             
Number
 
43,332
     
110,332
 
Weighted average exercise price
$
2.69
   
$
3.27
 
Aggregate intrinsic value (1)
$
203,000
   
$
614,000
 
Weighted average contractual term of options (years)
 
3.30
     
2.70
 
               
(1)  The aggregate intrinsic value of a stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price) that would have been received by the option holders had all option holders exercised. This amount changes based on changes in the market value of the Company’s stock.

The total intrinsic value of stock options exercised under the Stock Option Plans was $238,000 and $118,000 for the six months ended September 30, 2019 and 2018, respectively.

During the six months ended September 30, 2019, the Company granted 82,673 shares of restricted stock pursuant to the 2017 Plan. The fair value of restricted stock awards is equal to the fair value of the Company’s stock on the date of grant. Stock-based compensation expense is recorded over the requisite service period. Stock-based compensation related to restricted stock grants was $58,000 and $227,000 for the three and six months ended September 30, 2019. There was no stock-based compensation related to restricted stock for the three and six months ended September 30, 2018. The unrecognized stock-based compensation related to restricted stock was $463,000 at September 30, 2019. The weighted average vesting period for the restricted stock was 2.23 years at September 30, 2019.

The following table presents the activity related to restricted stock as of September 30, 2019:

 
Time Based
 
Performance Based
 
Total
 
 
Number of
Unvested
Shares
   
Weighted Average
Market
Price
 
Number of
Unvested
Shares
   
Weighted
Average
Market
Price
 
Number of
Unvested
Shares
   
Weighted
Average
Market
Price
 
Balance, beginning of period
-
 
$
-
 
-
 
$
-
 
-
 
$
-
 
Granted
49,298
   
8.35
 
33,375
   
8.35
 
82,673
   
8.35
 
Forfeited
-
   
-
 
-
   
-
 
-
   
-
 
Vested
-
   
-
 
-
   
-
 
-
   
-
 
Balance, end of period
49,298
 
$
8.35
 
33,375
 
$
8.35
 
82,673
 
$
8.35
 


8


4.
EARNINGS PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income or loss 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 or loss applicable to common stock by the weighted average number of common shares and common stock equivalents for items that are dilutive, net of shares assumed to be repurchased using the treasury stock method at the average share price for the Company’s common stock during the period. Common stock equivalents arise from the assumed exercise of outstanding stock options and assumed vesting of restricted stock. For the three and six months ended September 30, 2019 and 2018, there were no stock options excluded in computing diluted EPS.

The following table presents a reconciliation of the components used to compute basic and diluted EPS for the periods indicated:

   
Three Months Ended
September 30,
   
Six Months Ended
September 30,
 
   
2019
   
2018
   
2019
   
2018
 
Basic EPS computation:
                       
Numerator-net income
$
4,534,000
 
$
4,229,000
 
$
8,726,000
 
$
8,671,000
 
Denominator-weighted average common shares
  outstanding
 
22,643,103
   
22,579,839
   
22,631,406
   
22,575,009
 
Basic EPS
$
0.20
 
$
0.19
 
$
0.39
 
$
0.38
 
Diluted EPS computation:
                       
Numerator-net income
$
4,534,000
 
$
4,229,000
 
$
8,726,000
 
$
8,671,000
 
Denominator-weighted average common shares
  outstanding
 
22,643,103
   
22,579,839
   
22,631,406
   
22,575,009
 
Effect of dilutive stock options and restricted stock
 
59,593
   
78,898
   
62,661
   
80,288
 
Weighted average common shares and common
stock equivalents
 
22,702,696
   
22,658,737
   
22,694,067
   
22,655,297
 
Diluted EPS
$
0.20
 
$
0.19
 
$
0.38
 
$
0.38
 


5.
INVESTMENT SECURITIES

The amortized cost and approximate fair value of investment securities consisted of the following at the dates indicated (in thousands):

   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Estimated Fair
Value
 
September 30, 2019
                       
Available for sale:
                       
Municipal securities
 
$
8,807
   
$
236
   
$
-
   
$
9,043
 
Agency securities
   
9,429
     
76
     
(26
)
   
9,479
 
Real estate mortgage investment conduits (1)
   
36,135
     
242
     
(37
)
   
36,340
 
Residential mortgage-backed securities (1)
   
69,849
     
204
     
(395
)
   
69,658
 
Other mortgage-backed securities (2)
   
39,172
     
204
     
(214
)
   
39,162
 
Total available for sale
 
$
163,392
   
$
962
   
$
(672
)
 
$
163,682
 
                                 
Held to maturity:
                               
Residential mortgage-backed securities (3)
 
$
31
   
$
1
   
$
-
   
$
32
 
                                 
March 31, 2019
                               
Available for sale:
                               
Municipal securities
 
$
8,885
   
$
30
   
$
(34
)
 
$
8,881
 
Agency securities
   
12,426
     
22
     
(107
)
   
12,341
 
Real estate mortgage investment conduits (1)
   
40,835
     
-
     
(673
)
   
40,162
 
Residential mortgage-backed securities (1)
   
77,402
     
7
     
(1,588
)
   
75,821
 
Other mortgage-backed securities (2)
   
42,133
     
12
     
(1,124
)
   
41,021
 
Total available for sale
 
$
181,681
   
$
71
   
$
(3,526
)
 
$
178,226
 
                                 
Held to maturity:
                               
Residential mortgage-backed securities (3)
 
$
35
   
$
-
   
$
-
   
$
35
 
   
(1) Comprised of Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”) and Ginnie Mae (“GNMA”) issued securities.
 
(2) Comprised of U.S. Small Business Administration (“SBA”) issued securities and commercial real estate (“CRE”) secured securities issued by FNMA.
 
(3) Comprised of FHLMC and FNMA issued securities.
 

9

The contractual maturities of investment securities as of September 30, 2019 are as follows (in thousands):

   
Available for Sale
   
Held to Maturity
 
   
Amortized
Cost
   
Estimated
Fair Value
   
Amortized
Cost
   
Estimated
Fair Value
 
Due in one year or less
$
728
 
$
727
 
$
-
 
$
-
 
Due after one year through five years
 
9,556
   
9,581
   
28
   
29
 
Due after five years through ten years
 
47,240
   
47,583
   
3
   
3
 
Due after ten years
 
105,868
   
105,791
   
-
   
-
 
Total
$
163,392
 
$
163,682
 
$
31
 
$
32
 

Expected maturities of investment securities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

The fair value of temporarily impaired investment securities, the amount of unrealized losses and the length of time these unrealized losses existed are as follows at the dates indicated (in thousands):


   
Less than 12 months
   
12 months or longer
   
Total
 
   
Estimated
Fair Value
   
Unrealized
Losses
   
Estimated
Fair Value
   
Unrealized
Losses
   
Estimated
Fair Value
   
Unrealized
Losses
 
September 30, 2019
                                   
                                     
Available for sale:
                                   
Municipal securities
 
$
1,183
   
$
-
   
$
-
   
$
-
   
$
1,183
   
$
-
 
Agency securities
   
1,998
     
(13
)
   
2,987
     
(13
)
   
4,985
     
(26
)
Real estate mortgage investment conduits (1)
   
6,990
     
(10
)
   
4,703
     
(27
)
   
11,693
     
(37
)
Residential mortgage-backed securities (1)
   
8,391
     
(6
)
   
33,311
     
(389
)
   
41,702
     
(395
)
Other mortgage-backed securities (2)
   
14,734
     
(68
)
   
9,230
     
(146
)
   
23,964
     
(214
)
Total available for sale
 
$
33,296
   
$
(97
)
 
$
50,231
   
$
(575
)
 
$
83,527
   
$
(672
)
   

March 31, 2019
                                   
                                     
Available for sale:
                                   
Municipal securities
 
$
-
   
$
-
   
$
6,554
   
$
(34
)
 
$
6,554
   
$
(34
)
Agency securities
   
-
     
-
     
6,861
     
(107
)
   
6,861
     
(107
)
Real estate mortgage investment conduits (1)
   
-
     
-
     
40,126
     
(673
)
   
40,126
     
(673
)
Residential mortgage-backed securities (1)
   
-
     
-
     
74,288
     
(1,588
)
   
74,288
     
(1,588
)
Other mortgage-backed securities (2)
   
-
     
-
     
40,409
     
(1,124
)
   
40,409
     
(1,124
)
Total available for sale
 
$
-
   
$
-
   
$
168,238
   
$
(3,526
)
 
$
168,238
   
$
(3,526
)
                                                 
(1) Comprised of FHLMC, FNMA and GNMA issued securities.
 
(2) Comprised of SBA issued and CRE secured securities issued by FNMA.
 

The unrealized losses on the Company’s investment securities were 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 these securities are other than temporarily impaired because of their credit quality or related to any issuer or industry specific event. Based on management’s evaluation and intent, the unrealized losses related to the investment securities in the above tables are considered temporary.

The Company had no sales and realized no gains or losses on sales of investment securities for the three and six months ended September 30, 2019 and 2018. Investment securities available for sale with an amortized cost of $5.3 million and $5.8 million and an estimated fair value of $5.4 million and $5.7 million at September 30, 2019 and March 31, 2019, respectively, were pledged as collateral for government public funds held by the Bank. There were no held to maturity securities pledged as collateral for government public funds held by the Bank at September 30, 2019 and March 31, 2019.


10


6.
LOANS RECEIVABLE

Loans receivable as of September 30, 2019 and March 31, 2019 are reported net of deferred loan fees totaling $4.1 million and $4.0 million, respectively. Loans receivable are also reported net of discounts and premiums totaling $1.3 million and $1.6 million, respectively, as of September 30, 2019, compared to $1.5 million and $1.8 million, respectively, as of March 31, 2019. Loans receivable, excluding loans held for sale, consisted of the following at the dates indicated (in thousands):


   
September 30,
2019
   
March 31,
2019
Commercial and construction
         
Commercial business
$
167,782
 
$
162,796
Commercial real estate
 
471,571
   
461,432
Land
 
14,166
   
17,027
Multi-family
 
55,978
   
51,570
Real estate construction
 
83,174
   
90,882
Total commercial and construction
 
792,671
   
783,707
           
Consumer
         
Real estate one-to-four family
 
82,578
   
84,053
Other installment (1)
 
6,067
   
8,356
Total consumer
 
88,645
   
92,409
           
Total loans
 
881,316
   
876,116
           
Less:  Allowance for loan losses
 
11,436
   
11,457
Loans receivable, net
$
869,880
 
$
864,659
           
(1) Includes purchased automobile loans totaling $3.4 million and $5.8 million at September 30, 2019 and March 31, 2019, respectively.

The Company considers its loan portfolio to have very little exposure to sub-prime mortgage loans since the Company has not historically engaged in this type of lending. At September 30, 2019, loans carried at $502.4 million were pledged as collateral to the Federal Home Loan Bank of Des Moines (“FHLB”) and Federal Reserve Bank of San Francisco (“FRB”) pursuant to borrowing agreements.

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, 2019 and March 31, 2019, the Bank had no loans to any one borrower in excess of the regulatory limit.

7.
ALLOWANCE FOR LOAN LOSSES

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. The allowance is provided based upon management’s ongoing quarterly assessment of the pertinent factors underlying the quality of the loan portfolio. These factors include changes in the size and composition of the loan portfolio, delinquency levels, actual loan loss experience, current economic conditions and detailed analysis of individual loans for which full collectability may not be assured. The detailed analysis includes techniques to estimate the fair value of loan collateral and the existence of potential alternative sources of repayment. The allowance consists of specific, general and unallocated components.

The specific component relates to loans that are considered impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows or collateral value (less estimated selling costs, if applicable) of the impaired loan is lower than the carrying value of that loan.

The general component covers non-impaired loans based on the Company’s risk rating system and historical loss experience adjusted for qualitative factors. The Company calculates its historical loss rates using the average of the last four quarterly 24-month periods. The Company calculates and applies its historical loss rates by individual loan types in its loan portfolio. These historical loss rates are adjusted for qualitative and environmental factors.

An unallocated component is maintained to cover uncertainties that the Company believes have resulted in incurred losses that have not yet been allocated to specific elements of the general and specific components of the allowance for loan losses. Such factors include uncertainties in economic conditions, uncertainties in identifying triggering events that directly correlate to subsequent loss rates, changes in appraised value of underlying collateral, risk factors that have not yet manifested themselves in loss allocation factors and historical loss experience data that may not precisely correspond to the current portfolio or economic conditions. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. The appropriate allowance level is estimated based upon factors and trends identified by the Company as of the date of the filing of the consolidated financial statements.

11


When available information confirms that specific loans or portions thereof are uncollectible, identified amounts are charged against the allowance for loan losses. The existence of some or all of the following criteria will generally confirm that a loss has been incurred: the loan is significantly delinquent and the borrower has not demonstrated the ability or intent to bring the loan current; the Company has no recourse to the borrower, or if it does, the borrower has insufficient assets to pay the debt; and/or the estimated fair value of the loan collateral is significantly below the current loan balance, and there is little or no near-term prospect for improvement.

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 changes in economic conditions, changes in the amount and composition of the loan portfolio, delinquency rates, changes in collateral values, seasoning of the loan portfolio, duration of the current business cycle, a detailed analysis of impaired loans and other factors as deemed appropriate. These factors are evaluated on a quarterly basis. Loss rates used by the Company are affected as changes in these factors increase or decrease from quarter to quarter. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company to make additions to the allowance based on their judgment about information available to them at the time of their examinations.

The following tables present a reconciliation of the allowance for loan losses for the periods indicated (in thousands):

Three months ended
September 30, 2019
 
Commercial  Business
   
Commercial
Real Estate
   
Land
   
Multi-
Family
   
Real Estate Construction
   
Consumer
   
Unallocated
   
Total
 
                                                 
Beginning balance
$
2,113
 
$
4,889
 
$
244
 
$
699
 
$
1,506
 
$
1,346
 
$
645
 
$
11,442
 
Provision for (recapture of)
  loan losses
 
(62
)
 
149
   
(25
)
 
80
   
(125
)
 
7
   
(24
)
 
-
 
Charge-offs
 
-
   
-
   
-
   
-
   
-
   
(13
)
 
-
   
(13
)
Recoveries
 
-
   
-
   
-
   
-
   
-
   
7
   
-
   
7
 
Ending balance
$
2,051
 
$
5,038
 
$
219
 
$
779
 
$
1,381
 
$
1,347
 
$
621
 
$
11,436
 

Six months ended
September 30, 2019
                                               
                                                 
Beginning balance
$
1,808
 
$
5,053
 
$
254
 
$
728
 
$
1,457
 
$
1,447
 
$
710
 
$
11,457
 
Provision for (recapture of)
  loan losses
 
246
   
(15
)
 
(35
)
 
51
   
(76
)
 
(82
)
 
(89
)
 
-
 
Charge-offs
 
(3
)
 
-
   
-
   
-
   
-
   
(54
)
 
-
   
(57
)
Recoveries
 
-
   
-
   
-
   
-
   
-
   
36
   
-
   
36
 
Ending balance
$
2,051
 
$
5,038
 
$
219
 
$
779
 
$
1,381
 
$
1,347
 
$
621
 
$
11,436
 

Three months ended
September 30, 2018
 
Commercial  Business
   
Commercial
Real Estate
   
Land
   
Multi-
Family
   
Real Estate Construction
   
Consumer
   
Unallocated
   
Total
 
                                                 
Beginning balance
$
1,799
 
$
5,139
 
$
258
 
$
781
 
$
855
 
$
1,788
 
$
729
 
$
11,349
 
Provision for (recapture of)
  loan losses
 
59
   
222
   
(21
)
 
(85
)
 
152
   
(61
)
 
(16
)
 
250
 
Charge-offs
 
-
   
-
   
-
   
-
   
-
   
(92
)
 
-
   
(92
)
Recoveries
 
-
   
-
   
-
   
-
   
-
   
6
   
-
   
6
 
Ending balance
$
1,858
 
$
5,361
 
$
237
 
$
696
 
$
1,007
 
$
1,641
 
$
713
 
$
11,513
 

Six months ended
September 30, 2018

                                               
                                                 
Beginning balance
$
1,668
 
$
4,914
 
$
220
 
$
822
 
$
618
 
$
1,809
 
$
715
 
$
10,766
 
Provision for (recapture of)
  loan losses
 
190
   
(376
)
 
17
   
(126
)
 
389
   
(42
)
 
(2
)
 
50
 
Charge-offs
 
-
   
-
   
-
   
-
   
-
   
(184
)
 
-
   
(184
)
Recoveries
 
-
   
823
   
-
   
-
   
-
   
58
   
-
   
881
 
Ending balance
$
1,858
 
$
5,361
 
$
237
 
$
696
 
$
1,007
 
$
1,641
 
$
713
 
$
11,513
 


12

The following tables present an analysis of loans receivable and the allowance for loan losses, based on impairment methodology, at the dates indicated (in thousands):

 
Allowance for Loan Losses
 
Recorded Investment in Loans
 
September 30, 2019
 
Individually
Evaluated for Impairment
   
Collectively
Evaluated for Impairment
   
Total
   
Individually
Evaluated for Impairment
   
Collectively
Evaluated for Impairment
   
Total
 
                                     
Commercial business
$
-
 
$
2,051
 
$
2,051
 
$
150
 
$
167,632
 
$
167,782
 
Commercial real estate
 
-
   
5,038
   
5,038
   
2,408
   
469,163
   
471,571
 
Land
 
-
   
219
   
219
   
720
   
13,446
   
14,166
 
Multi-family
 
-
   
779
   
779
   
1,571
   
54,407
   
55,978
 
Real estate construction
 
-
   
1,381
   
1,381
   
-
   
83,174
   
83,174
 
Consumer
 
10
   
1,337
   
1,347
   
448
   
88,197
   
88,645
 
Unallocated
 
-
   
621
   
621
   
-
   
-
   
-
 
Total
$
10
 
$
11,426
 
$
11,436
 
$
5,297
 
$
876,019
 
$
881,316
 

March 31, 2019
                                   
                                     
Commercial business
$
-
 
$
1,808
 
$
1,808
 
$
160
 
$
162,636
 
$
162,796
 
Commercial real estate
 
-
   
5,053
   
5,053
   
2,482
   
458,950
   
461,432
 
Land
 
-
   
254
   
254
   
728
   
16,299
   
17,027
 
Multi-family
 
-
   
728
   
728
   
1,598
   
49,972
   
51,570
 
Real estate construction
 
-
   
1,457
   
1,457
   
-
   
90,882
   
90,882
 
Consumer
 
22
   
1,425
   
1,447
   
697
   
91,712
   
92,409
 
Unallocated
 
-
   
710
   
710
   
-
   
-
   
-
 
Total
$
22
 
$
11,435
 
$
11,457
 
$
5,665
 
$
870,451
 
$
876,116
 

Non-accrual loans:  Loans are reviewed regularly and it is the Company’s general policy that a loan is past due when it is 30 to 89 days delinquent. In general, when a loan is 90 days delinquent or when collection of principal or interest appears doubtful, it is placed on non-accrual status, at which time the accrual of interest ceases and a reserve for unrecoverable accrued interest is established and charged against operations. As a general practice, payments received on non-accrual loans are applied to reduce the outstanding principal balance on a cost recovery method. Also, as a general practice, a loan is not removed from non-accrual status until all delinquent principal, interest and late fees have been brought current and the borrower has demonstrated a history of performance based upon the contractual terms of the note. A history of repayment performance generally would be a minimum of six months. Interest income foregone on non-accrual loans was $36,681 and $47,000 for the six months ended September 30, 2019 and 2018, respectively.

The following tables present an analysis of loans by aging category at the dates indicated (in thousands):

September 30, 2019
 
30-89 Days
Past Due
   
90 Days and
Greater Past
Due
   
Non-accrual
   
Total Past
Due and
Non-accrual
   
Current
   
Total Loans
Receivable
 
                                     
Commercial business
 
$
187
   
$
-
   
$
243
   
$
430
   
$
167,352
   
$
167,782
 
Commercial real estate
   
-
     
-
     
1,026
     
1,026
     
470,545
     
471,571
 
Land
   
-
     
-
     
-
     
-
     
14,166
     
14,166
 
Multi-family
   
-
     
-
     
-
     
-
     
55,978
     
55,978
 
Real estate construction
   
-
     
-
     
-
     
-
     
83,174
     
83,174
 
Consumer
   
171
     
-
     
216
     
387
     
88,258
     
88,645
 
Total
 
$
358
   
$
-
   
$
1,485
   
$
1,843
   
$
879,473
   
$
881,316
 

March 31, 2019
                                   
                                     
Commercial business
 
$
-
   
$
-
   
$
225
   
$
225
   
$
162,571
   
$
162,796
 
Commercial real estate
   
-
     
-
     
1,081
     
1,081
     
460,351
     
461,432
 
Land
   
-
     
-
     
-
     
-
     
17,027
     
17,027
 
Multi-family
   
-
     
-
     
-
     
-
     
51,570
     
51,570
 
Real estate construction
   
-
     
-
     
-
     
-
     
90,882
     
90,882
 
Consumer
   
345
     
3
     
210
     
558
     
91,851
     
92,409
 
Total
 
$
345
   
$
3
   
$
1,516
   
$
1,864
   
$
874,252
   
$
876,116
 

Credit quality indicators: The Company monitors credit risk in its loan portfolio using a risk rating system (on a scale of one to nine) for all commercial (non-consumer) loans. The risk rating system is a measure of the credit risk of the borrower based on their historical, current and anticipated future financial characteristics. The Company assigns a risk rating to each commercial loan at origination and subsequently updates these ratings, as necessary, so that the risk rating continues to

13


reflect the appropriate risk characteristics of the loan. Application of appropriate risk ratings is key to management of loan portfolio risk. In determining the appropriate risk rating, the Company considers the following factors: delinquency, payment history, quality of management, liquidity, leverage, earnings trends, alternative funding sources, geographic risk, industry risk, cash flow adequacy, account practices, asset protection and extraordinary risks. Consumer loans, including custom construction loans, are not assigned a risk rating but rather are grouped into homogeneous pools with similar risk characteristics. When a consumer loan is delinquent 90 days, it is placed on non-accrual status and assigned a substandard risk rating. Loss factors are assigned to each risk rating and homogeneous pool based on historical loss experience for similar loans. This historical loss experience is adjusted for qualitative factors that are likely to cause the estimated credit losses to differ from the Company’s historical loss experience. The Company uses these loss factors to estimate the general component of its allowance for loan losses.

Pass – These loans have a risk rating between 1 and 4 and are to borrowers that meet normal credit standards. Any deficiencies in satisfactory asset quality, liquidity, debt servicing capacity and coverage are offset by strengths in other areas. The borrower currently has the capacity to perform according to the loan terms. Any concerns about risk factors such as stability of margins, stability of cash flows, liquidity, dependence on a single product/supplier/customer, depth of management, etc. are offset by strengths in other areas. Typically, these loans are secured by the operating assets of the borrower and/or real estate. The borrower’s management is considered competent. The borrower has the ability to repay the debt in the normal course of business.

Watch – These loans have a risk rating of 5 and are included in the “pass” rating. However, there would typically be some reason for additional management oversight, such as the borrower’s recent financial setbacks and/or deteriorating financial position, industry concerns and failure to perform on other borrowing obligations. Loans with this rating are monitored closely in an effort to correct deficiencies.

Special mention – These loans have a risk rating of 6 and are rated in accordance with regulatory guidelines. These loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the credit position at some future date. These loans pose elevated risk but their weakness does not yet justify a “substandard” classification.

Substandard – These loans have a risk rating of 7 and are rated in accordance with regulatory guidelines, for which the accrual of interest may or may not be discontinued. By definition under regulatory guidelines, a “substandard” loan has defined weaknesses which make payment default or principal exposure likely but not yet certain. Repayment of such loans is likely to be dependent upon collateral liquidation, a secondary source of repayment, or an event outside of the normal course of business.

Doubtful – These loans have a risk rating of 8 and are rated in accordance with regulatory guidelines. Such loans are placed on non-accrual status and repayment may be dependent upon collateral which has value that is difficult to determine or upon some near-term event which lacks certainty.

Loss – These loans have a risk rating of 9 and are rated in accordance with regulatory guidelines. Such loans are charged-off or charged-down when payment is acknowledged to be uncertain or when the timing or value of payments cannot be determined. “Loss” is not intended to imply that the loan or some portion of it will never be paid, nor does it in any way imply that there has been a forgiveness of debt.

The following tables present an analysis of loans by credit quality indicators at the dates indicated (in thousands):

September 30, 2019
 
Pass
   
Special
Mention
   
Substandard
   
Doubtful
   
Loss
   
Total Loans
Receivable
                                   
Commercial business
$
164,196
 
$
1,817
 
$
1,769
 
$
-
 
$
-
 
$
167,782
Commercial real estate
 
469,963
   
-
   
1,608
   
-
   
-
   
471,571
Land
 
13,446
   
-
   
720
   
-
   
-
   
14,166
Multi-family
 
55,457
   
501
   
20
   
-
   
-
   
55,978
Real estate construction
 
83,174
   
-
   
-
   
-
   
-
   
83,174
Consumer
 
88,429
   
-
   
216
   
-
   
-
   
88,645
Total
$
874,665
 
$
2,318
 
$
4,333
 
$
-
 
$
-
 
$
881,316

March 31, 2019
                                 
                                   
Commercial business
$
159,997
 
$
840
 
$
1,959
 
$
-
 
$
-
 
$
162,796
Commercial real estate
 
454,013
   
4,030
   
3,389
   
-
   
-
   
461,432
Land
 
16,299
   
-
   
728
   
-
   
-
   
17,027
Multi-family
 
51,093
   
457
   
20
   
-
   
-
   
51,570
Real estate construction
 
90,882
   
-
   
-
   
-
   
-
   
90,882
Consumer
 
92,199
   
-
   
210
   
-
   
-
   
92,409
Total
$
864,483
 
$
5,327
 
$
6,306
 
$
-
 
$
-
 
$
876,116



14


Impaired loans and troubled debt restructurings (“TDRs”): A loan is considered impaired when it is probable that the Company will be unable to collect all amounts due (principal and interest) according to the contractual terms of the loan agreement. Typically, factors used in determining if a loan is impaired include, but are not limited to, whether the loan is 90 days or more delinquent, internally designated as substandard or worse, on non-accrual status or represents a TDR. The majority of the Company’s impaired loans are considered collateral dependent. When a loan is considered collateral dependent, impairment is measured using the estimated value of the underlying collateral, less any prior liens, and when applicable, less estimated selling costs. For impaired loans that are not collateral dependent, impairment is measured using the present value of expected future cash flows, discounted at the loan’s original effective interest rate. When the estimated net realizable value of the impaired loan is less than the recorded investment in the loan (including accrued interest, net deferred loan fees or costs, and unamortized premium or discount), an impairment is recognized by adjusting an allocation of the allowance for loan losses. Subsequent to the initial allocation of allowance to the individual loan, the Company may conclude that it is appropriate to record a charge-off of the impaired portion of the loan. When a charge-off is recorded, the loan balance is reduced and the specific allowance is eliminated. Generally, when a collateral dependent loan is initially measured for impairment and has not had an appraisal of the collateral in the last six months, the Company obtains an updated market valuation. Subsequently, the Company generally obtains an updated market valuation of the collateral on an annual basis. The collateral valuation may occur more frequently if the Company determines that there is an indication that the market value may have declined.

The following tables present the total and average recorded investment in impaired loans at the dates and for the periods indicated (in thousands):

September 30, 2019
 
Recorded
Investment with
No Specific
Valuation
Allowance
   
Recorded
Investment
with Specific
Valuation
Allowance
   
Total
Recorded
Investment
   
Unpaid
Principal
Balance
   
Related
Specific
Valuation
Allowance
 
                               
Commercial business
 
$
150
   
$
-
   
$
150
   
$
178
   
$
-
 
Commercial real estate
   
2,408
     
-
     
2,408
     
3,403
     
-
 
Land
   
720
     
-
     
720
     
756
     
-
 
Multi-family
   
1,571
     
-
     
1,571
     
1,678
     
-
 
Consumer
   
303
     
145
     
448
     
563
     
10
 
Total
 
$
5,152
   
$
145
   
$
5,297
   
$
6,578
   
$
10
 
                                         
March 31, 2019
                                       
                                         
Commercial business
 
$
160
   
$
-
   
$
160
   
$
182
   
$
-
 
Commercial real estate
   
2,482
     
-
     
2,482
     
3,424
     
-
 
Land
   
728
     
-
     
728
     
766
     
-
 
Multi-family
   
1,598
     
-
     
1,598
     
1,709
     
-
 
Consumer
   
281
     
416
     
697
     
807
     
22
 
Total
 
$
5,249
   
$
416
   
$
5,665
   
$
6,888
   
$
22
 

 
Three months ended
September 30, 2019
   
Three months ended
September 30, 2018
   
Average
Recorded
Investment
   
Interest
Recognized on
Impaired Loans
     
Average
Recorded
Investment
   
Interest
Recognized on
Impaired Loans
                         
Commercial business
$
153
 
$
-
   
$
170
 
$
-
Commercial real estate
 
2,424
   
16
     
2,576
   
16
Land
 
722
   
10
     
745
   
-
Multi-family
 
1,577
   
23
     
1,625
   
22
Consumer
 
451
   
7
     
1,064
   
10
Total
$
5,327
 
$
56
   
$
6,180
 
$
48




15


 
Six months ended
September 30, 2019
   
Six months ended
September 30, 2018
   
Average
Recorded
Investment
   
Interest
Recognized on
Impaired Loans
     
Average
Recorded
Investment
   
Interest
Recognized on
Impaired Loans
                         
Commercial business
$
155
 
$
-
   
$
448
 
$
-
Commercial real estate
 
2,444
   
31
     
2,678
   
32
Land
 
724
   
20
     
751
   
-
Multi-family
 
1,584
   
45
     
1,632
   
44
Consumer
 
533
   
15
     
1,185
   
26
Total
$
5,440
 
$
111
   
$
6,694
 
$
102

The cash basis interest income on impaired loans was not materially different than the interest recognized on impaired loans as shown in the above tables.

TDRs are loans for which the Company, for economic or legal reasons related to the borrower's financial condition, has granted a concession to the borrower that it would otherwise not consider. A TDR typically involves a modification of terms such as a reduction of the stated interest rate or face amount of the loan, a reduction of accrued interest, and/or an extension of the maturity date(s) at a stated interest rate lower than the current market rate for a new loan with similar risk. TDRs are considered impaired loans and as such, impairment is measured as described for impaired loans above.

The following table presents TDRs by interest accrual status at the dates indicated (in thousands):

 
September 30, 2019
   
March 31, 2019
 
   
Accrual
   
Nonaccrual
   
Total
   
Accrual
   
Nonaccrual
   
Total
 
                                     
Commercial business
$
-
 
$
150
 
$
150
 
$
-
 
$
160
 
$
160
 
Commercial real estate
 
1,382
   
1,026
   
2,408
   
1,401
   
1,081
   
2,482
 
Land
 
720
   
-
   
720
   
728
   
-
   
728
 
Multi-family
 
1,571
   
-
   
1,571
   
1,598
   
-
   
1,598
 
Consumer
 
422
   
26
   
448
   
697
   
-
   
697
 
Total
$
4,095
 
$
1,202
 
$
5,297
 
$
4,424
 
$
1,241
 
$
5,665
 

At September 30, 2019, the Company had no commitments to lend additional funds on TDR loans. At September 30, 2019, all of the Company’s TDRs were paying as agreed except for one commercial business loan totaling $150,000 and two commercial real estate loans totaling $1.0 million.

There was one new TDR for the three and six months ended September 30, 2019. The new TDR is a consumer real estate loan secured by a 1-4 family property located in Southwest Washington, whereby the Company granted a rate reduction to market interest rates and extended the maturity date by 10 years. The recorded investment in the loan prior to modification and at September 30, 2019 was $27,000 and $26,000, respectively. There were no new TDRs for the three and six months ended September 30, 2018.

In accordance with the Company’s policy guidelines, unsecured loans are generally charged-off when no payments have been received for three consecutive months unless an alternative action plan is in effect. Consumer installment loans delinquent six months or more that have not received at least 75% of their required monthly payment in the last 90 days are charged-off. In addition, loans discharged in bankruptcy proceedings are charged-off. Loans under bankruptcy protection with no payments received for four consecutive months are charged-off. The outstanding balance of a secured loan that is in excess of the net realizable value is generally charged-off if no payments are received for four to five consecutive months. However, charge-offs are postponed if alternative proposals to restructure, obtain additional guarantors, obtain additional assets as collateral or a potential sale of the underlying collateral would result in full repayment of the outstanding loan balance. Once any other potential sources of repayment are exhausted, the impaired portion of the loan is charged-off. Regardless of whether a loan is unsecured or collateralized, once an amount is determined to be a confirmed loan loss it is promptly charged off.


16


8.
GOODWILL

Goodwill and certain other intangibles generally arise from business combinations accounted for under the purchase method of accounting. Goodwill and other intangibles deemed to have indefinite lives generated from business combinations are not subject to amortization and are instead tested for impairment not less than annually. The Company has two reporting units, the Bank and the Trust Company, for purposes of evaluating goodwill for impairment. All of the Company’s goodwill has been allocated to the Bank reporting unit.

The Company performed an impairment assessment as of October 31, 2018 and determined that no impairment of goodwill exists. The goodwill impairment test involves a two-step process. The first step is a comparison of the reporting unit’s fair value to its carrying value. If the reporting unit’s fair value is less than its carrying value, the Company would be required to progress to the second step. In the second step, the Company calculates the implied fair value of goodwill and compares the implied fair value of goodwill to the carrying amount of goodwill in the Company’s consolidated balance sheet. If the carrying amount of the goodwill is greater than the implied fair value of that goodwill, an impairment loss must be recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination. The results of the Company’s step one test indicated that the reporting unit’s fair value was greater than its carrying value, and, therefore, a step two analysis was not required; however, no assurance can be given that the Company’s goodwill will not be written down in future periods.

An interim impairment test was not deemed necessary as of September 30, 2019 due to the amount by which the fair value of the reporting unit exceeded the carrying value as of the most recent valuation, and because the Company determined that, based on an analysis of events that have occurred and circumstances that have changed since the most recent valuation date, the likelihood that a current estimated fair value determination would be less than the current carrying amount of the reporting unit is remote.

9.
FEDERAL HOME LOAN BANK ADVANCES

FHLB advances are summarized as follows (dollars in thousands):


   
September 30,
2019
   
March 31,
2019
 
FHLB advances (1)
 
$
-
   
$
56,586
 
Weighted average interest rate on FHLB advances (2)
   
2.54
%
   
2.58
%
                 
(1) Consisted of overnight borrowings.
(2) Computed based on the borrowing activity for the six months ended September 30, 2019 and the fiscal year ended March 31, 2019, respectively.
 

10.
JUNIOR SUBORDINATED DEBENTURES

The Company has three wholly-owned subsidiary grantor trusts that were established 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 trust agreement. 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 governing the Debentures plus any accrued but unpaid interest to the redemption date. The Company also has the right to defer the payment of interest on each of the Debentures for a period not to exceed 20 consecutive quarters, provided that the deferral period does not extend beyond the stated maturity. During such deferral period, distributions on the corresponding trust preferred securities will also be deferred and the Company may not pay cash dividends to the holders of shares of the Company’s common stock.

The Debentures issued by the Company to the grantor trusts, totaling $26.6 million at both September 30, 2019 and March 31, 2019, are reported as “junior subordinated debentures” in the consolidated balance sheets. The common securities issued by the grantor trusts were purchased by the Company, and the Company’s investment in the common securities of $836,000 at both September 30, 2019 and March 31, 2019, is included in prepaid expenses and other assets in the accompanying consolidated balance sheets. The Company records interest expense on the Debentures in the consolidated statements of income.


17


The following table is a summary of the terms and the amounts outstanding of the Debentures at September 30, 2019 (dollars in thousands):

Issuance Trust
 
Issuance
Date
   
Amount
Outstanding
 
Rate Type
 
Initial
Rate
 
Current
Rate
 
Maturity
Date
                           
Riverview Bancorp Statutory Trust I
 
12/2005
 
$
7,217
 
Variable (1)
 
5.88
%
3.48
%
3/2036
Riverview Bancorp Statutory Trust II
 
06/2007
   
15,464
 
Variable (2)
 
7.03
%
3.47
%
9/2037
Merchants Bancorp Statutory Trust I (4)
 
06/2003
   
5,155
 
Variable (3)
 
4.16
%
5.21
%
6/2033
         
27,836
               
Fair value adjustment (4)
       
(1,217
)
             
Total Debentures
     
$
26,619
               
                           
(1)  The trust preferred securities reprice quarterly based on the three-month LIBOR plus 1.36%.
                           
(2) The trust preferred securities reprice quarterly based on the three-month LIBOR plus 1.35%.
 
 
(3)  The trust preferred securities reprice quarterly based on the three-month LIBOR plus 3.10%.
                           
(4)  Amount, net of accretion, attributable to the purchase and assumption transaction of Merchants Bancorp’s trust preferred security on February 17, 2017.

11.
FAIR VALUE MEASUREMENTS

Fair value is defined under GAAP as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels.  Based on the underlying inputs, each fair value measurement in its entirety is reported in one of three levels. These levels are:

Quoted prices in active markets for identical assets (Level 1): Inputs that are quoted unadjusted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market 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 or liabilities in active markets, quoted prices for identical or similar assets or liabilities 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 an asset or liability developed based on the best information available in the circumstances.

Financial instruments are presented 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 consolidated 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 consolidated financial statements at some time during the reporting period.

The following tables present assets that are measured at estimated fair value on a recurring basis at the dates indicated (in thousands):

 
 
 
    
Estimated Fair Value Measurements Using
September 30, 2019
Total Estimated
Fair Value
 
 Level 1
 
 Level 2
 
 Level 3
               
Investment securities available for sale:
   
 
   
 
   
 
   
Municipal securities
$
9,043
 
$
-
 
$
9,043
 
$
-
Agency securities
 
9,479
   
-
   
9,479
   
-
Real estate mortgage investment conduits
 
36,340
   
-
   
36,340
   
-
Residential mortgage-backed securities
 
69,658
   
-
   
69,658
   
-
Other mortgage-backed securities
 
39,162
   
-
   
39,162
   
-
Total assets measured at fair value on a recurring basis
$
163,682
 
$
-
 
$
163,682
 
$
-




18





 
 
 
    
Estimated Fair Value Measurements Using
March 31, 2019
Total Estimated
Fair Value
 
 Level 1
 
 Level 2
 
 Level 3
               
Investment securities available for sale:
   
 
   
 
   
 
   
Municipal securities
$
8,881
 
$
-
 
$
8,881
 
$
-
Agency securities
 
12,341
   
-
   
12,341
   
-
Real estate mortgage investment conduits
 
40,162
   
-
   
40,162
   
-
Residential mortgage-backed securities
 
75,821
   
-
   
75,821
   
-
Other mortgage-backed securities
 
41,021
   
-
   
41,021
   
-
Total assets measured at fair value on a recurring basis
$
178,226
 
$
-
 
$
178,226
 
$
-

There were no transfers of assets into or out of Levels 1, 2 or 3 for the six months ended September 30, 2019 and the year ended March 31, 2019.

The following methods were used to estimate the fair value of financial instruments above:

Investment securities are included within Level 1 of the hierarchy when quoted prices in an active market for identical assets are available. The Company uses a third-party pricing service to assist the Company in determining the fair value of its Level 2 securities, which incorporates pricing models and/or quoted prices of investment securities with similar characteristics. Investment securities are included within Level 3 of the hierarchy when there are significant unobservable inputs.

For Level 2 securities, the independent pricing service provides pricing information by utilizing evaluated pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data from market research publications. The Company’s third-party pricing service has established processes for the Company to submit inquiries regarding the estimated fair value. In such cases, the Company’s third-party pricing service will review the inputs to the evaluation in light of any new market data presented by the Company. The Company’s third-party pricing service may then affirm the original estimated fair value or may update the evaluation on a go-forward basis.

Management reviews the pricing information received from the third-party pricing service through a combination of procedures that include an evaluation of methodologies used by the pricing service, analytical reviews and performance analysis of the prices against statistics and trends. Based on this review, management determines whether the current placement of the security in the fair value hierarchy is appropriate or whether transfers may be warranted. As necessary, management compares prices received from the pricing service to discounted cash flow models or by performing independent valuations of inputs and assumptions similar to those used by the pricing service in order to help ensure prices represent a reasonable estimate of fair value.

The following tables present assets that are measured at estimated fair value on a nonrecurring basis at the dates indicated (in thousands):

 
 
 
    
Estimated Fair Value Measurements Using
September 30, 2019
Total Estimated
Fair Value
 
Level 1
 
Level 2
 
 Level 3
   
 
 
    
 
    
 
Impaired loans
$
135
 
$
-
 
$
-
 
$
135

March 31, 2019
             
   
 
 
    
 
    
 
Impaired loans
$
394
 
$
-
 
$
-
 
$
394

The following table presents quantitative information about Level 3 inputs for financial instruments measured at fair value on a nonrecurring basis at September 30, 2019 and March 31, 2019:

   
Valuation Technique
 
Significant Unobservable Inputs
 
Range
             
Impaired loans
 
Appraised value
 
Discounted cash flows
 
Adjustment for market conditions
 
Discount rate
 
N/A(1)
 
6.25% to 8.00%
             
(1) There were no adjustments to appraised values of impaired loans as of September 30, 2019 and March 31, 2019.

For information regarding the Company’s method for estimating the fair value of impaired loans, see Note 7 – Allowance for Loan Losses.


19


In determining the estimated net realizable value of the underlying collateral, the Company primarily uses third-party appraisals which may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available and include consideration of variations in location, size, and income production capacity of the property. Additionally, the appraisals are periodically further adjusted by the Company in consideration of charges that may be incurred in the event of foreclosure and are based on management’s historical knowledge, changes in business factors and changes in market conditions.

Impaired loans are reviewed and evaluated quarterly for additional impairment and adjusted accordingly based on the same factors identified above. Because of the high degree of judgment required in estimating the fair value of collateral underlying impaired loans and because of the relationship between fair value and general economic conditions, the Company considers the fair value of impaired loans to be highly sensitive to changes in market conditions.

The following disclosure of the estimated fair value of financial instruments is made in accordance with GAAP. The Company, using available market information and appropriate valuation methodologies, has determined the estimated fair value amounts. However, considerable judgment is necessary to interpret market data in the development of the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in the future. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The carrying amount and estimated fair value of financial instruments is as follows at the dates indicated (in thousands):

September 30, 2019
Carrying
Amount
 
Level 1
  
Level 2
  
Level 3
   
Estimated
Fair Value
Assets:
   
 
   
 
   
 
         
Cash and cash equivalents
$
48,888
 
$
48,888
 
$
-
 
$
-
 
$
48,888
Certificates of deposit held for investment
 
249
   
-
   
255
   
-
   
255
Loans held for sale
 
310
   
-
   
310
   
-
   
310
Investment securities available for sale
 
163,682
   
-
   
163,682
   
-
   
163,682
Investment securities held to maturity
 
31
   
-
   
32
   
-
   
32
Loans receivable, net
 
869,880
   
-
   
-
   
866,748
   
866,748
FHLB stock
 
1,380
   
-
   
1,380
   
-
   
1,380
                             
Liabilities:
                           
Certificates of deposit
 
121,177
   
-
   
121,469
   
-
   
121,469
Junior subordinated debentures
 
26,619
   
-
   
-
   
13,145
   
13,145
Finance lease liability
 
2,387
   
-
   
2,387
   
-
   
2,387

 
 
 
    
       
 
Carrying
Amount
 
Level 1
  
Level 2
  
Level 3
   
Estimated
Fair Value
March 31, 2019
                   
Assets:
   
 
         
  
         
Cash and cash equivalents
$
22,950
 
$
22,950
 
$
-
 
$
-
 
$
22,950
Certificates of deposit held for investment
 
747
   
-
   
746
   
-
   
746
Loans held for sale
 
909
   
-
   
909
   
-
   
909
Investment securities available for sale
 
178,226
   
-
   
178,226
   
-
   
178,226
Investment securities held to maturity
 
35
   
-
   
35
   
-
   
35
Loans receivable, net
 
864,659
   
-
   
-
   
862,429
   
862,429
FHLB stock
 
3,644
   
-
   
3,644
   
-
   
3,644
                             
Liabilities:
                           
Certificates of deposit
 
86,006
   
-
   
84,455
   
-
   
84,455
FHLB advances
 
56,586
   
-
   
56,586
   
-
   
56,586
Junior subordinated debentures
 
26,575
   
-
   
-
   
15,468
   
15,468
Finance lease liability
 
2,403
   
-
   
2,403
   
-
   
2,403

Fair value estimates were based on existing financial instruments without attempting to estimate the value of anticipated future business. The fair value was not estimated for assets and liabilities that were not considered financial instruments.

20


12.
NEW ACCOUNTING PRONOUNCEMENTS

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases” (“ASU 2016-02”). ASU 2016-02 created FASB Accounting Standards Codification (“ASC”) Topic 842 ("ASC 842") related to leases and is intended to increase transparency and comparability among organizations by requiring the recognition of lease assets and lease liabilities in the balance sheet and disclosure of key information about leasing arrangements. The principal change required by ASU 2016-02 relates to lessee accounting, and is that for operating leases, a lessee is required to (1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position, (2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term generally on a straight-line basis, and (3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 also changes disclosure requirements related to leasing activities and requires certain qualitative disclosures along with specific quantitative disclosures. ASU 2016-02 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842) Targeted Improvements” (“ASU 2018-11”). The amendments in this ASU provide entities with an additional (and optional) transition method to adopt ASU 2016-02.  Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP. The Company adopted the provisions of ASC 842 effective April 1, 2019 utilizing the transition method allowed under ASU 2018-11 and will not restate comparative periods. The Company elected the package of practical expedients permitted under ASC 842's transition guidance, which allows the Company to carryforward its historical lease classifications and its assessment as to whether a contract is or contains a lease. The Company also elected to not recognize lease assets and lease liabilities for leases with an initial term of 12 months or less. See Note 15 for additional discussion.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) as amended by ASU 2018-19, ASU 2019-04 and ASU 2019-05. ASU 2016-13 replaces the existing incurred losses methodology for estimating allowances with a current expected credit losses methodology with respect to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans, held to maturity investment securities and off-balance sheet commitments. In addition, ASU 2016-13 requires credit losses relating to available for sale debt securities to be recorded through an allowance for credit losses rather than as a reduction of carrying amount. ASU 2016-13 also changes the accounting for purchased credit impaired debt securities and loans. ASU 2016-13 retains many of the current disclosure requirements in GAAP and expands certain disclosure requirements. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, pending issuance of the final ASU after the FASB Board Meeting decision on October 16, 2019 when the new effective date was approved for smaller reporting companies, such as the Company. Upon adoption, the Company expects a change in the processes and procedures to calculate the allowance for loan losses, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. In addition, the current accounting policy and procedures for other-than-temporary impairment of investment securities available for sale will be replaced with an allowance approach. The Company is reviewing the requirements of ASU 2016-13 and has begun developing and implementing processes and procedures to ensure it is fully compliant with the amendments at the adoption date. At this time, management anticipates the allowance for loan losses will increase as a result of the implementation of ASU 2016-13; however, until its evaluation is complete, the magnitude of the increase will not be known.

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 simplifies the subsequent measurement of goodwill and eliminates Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early application of ASU 2017-04 is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of ASU 2017-04 is not expected to have a material impact on the Company's future consolidated financial statements.

21


In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 modifies the disclosure requirements for fair value measurements. The following disclosure requirements were removed from ASC Topic 820 – Fair Value Measurement: (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (2) the policy for timing of transfers between levels; and (3) the valuation processes for Level 3 fair value measurements. ASU 2018-13 clarifies that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. In addition, ASU 2018-13 adds new disclosure requirements for Level 3 measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for any removed or modified disclosures. The adoption of ASU 2018-13 is not expected to have a material impact on the Company's future consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”). The amendments in ASU 2018-15 broaden the scope of ASC Subtopic 350-40 to include costs incurred to implement a hosting arrangement that is a service contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The costs are capitalized or expensed depending on the nature of the costs and the project stage during which they are incurred, consistent with the accounting for internal-use software costs. The amendments in ASU 2018-15 result in consistent capitalization of implementation costs of a hosting arrangement that is a service contract and implementation costs incurred to develop or obtain internal use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in ASU 2018-15. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of ASU 2018-15 is not expected to have a material impact on the Company's future consolidated financial statements.

13.
REVENUE FROM CONTRACTS WITH CUSTOMERS

In accordance with ASC Topic 606, Revenues from Contracts with Customers (“ASC 606”), revenues are recognized when goods or services are transferred to the customer in exchange for the consideration the Company expects to be entitled to receive. The largest portion of the Company’s revenue is from interest income, which is not within the scope of ASC 606. All of the Company's revenue from contracts with customers within the scope of ASC 606 is recognized in non-interest income with the exception of gains on sales of REO, which are included in non-interest expense.

If a contract is determined to be within the scope of ASC 606, the Company recognizes revenue as it satisfies a performance obligation. Payments from customers are generally collected at the time services are rendered, monthly, or quarterly. For contracts with customers within the scope of ASC 606, revenue is either earned at a point in time or revenue is earned over time. Examples of revenue earned at a point in time are automated teller machine (“ATM”) transaction fees, wire transfer fees, overdraft fees and interchange fees. Revenue is primarily based on the number and type of transactions that are generally derived from transactional information accumulated by the Company’s systems and is recognized immediately as the transactions occur or upon providing the service to complete the customer’s transaction. The Company is generally the principal in these contracts, with the exception of interchanges fees, in which case the Company is acting as the agent and records revenue net of expenses paid to the principal. Examples of revenue earned over time, which generally occur on a monthly basis, are deposit account maintenance fees, investment advisory fees, merchant revenue, trust and investment management fees and safe deposit box fees. Revenue is generally derived from transactional information accumulated by our systems or those of third-parties and is recognized as the related transactions occur or services are rendered to the customer.



22


Disaggregation of Revenue

The following table includes the Company’s non-interest income disaggregated by type of service for the three and six months ended September 30, 2019 and 2018 (in thousands):


 
Three Months Ended
September 30,
 
Six Months Ended
September 30,
   
2019
   
2018
   
2019
   
2018
                       
Asset management fees
$
1,090
 
$
943
 
$
2,233
 
$
1,869
Debit card and ATM fees
 
825
   
778
   
1,645
   
1,583
Deposit related fees
 
573
   
434
   
1,132
   
877
Loan related fees
 
179
   
139
   
272
   
299
BOLI (1)
 
204
   
174
   
397
   
353
Net gains on sales of loans held for sale (1)
 
46
   
44
   
142
   
196
FHLMC loan servicing fees (1)
 
39
   
34
   
82
   
61
Other, net
 
213
   
294
   
402
   
471
Total non-interest income
$
3,169
 
$
2,840
 
$
6,305
 
$
5,709
                       
(1) Not within the scope of ASC 606
                     

For the six months ended September 30, 2019 and 2018, substantially all of the Company’s revenues within the scope of ASC 606 are for performance obligations satisfied at a specified date.

Revenues recognized within scope of ASC 606

Asset management fees: Asset management fees are variable, since they are based on the underlying portfolio value, which is subject to market conditions and amounts invested by clients through the Trust Company. Asset management fees are recognized over the period that services are provided and when the portfolio values are known or can be estimated at the end of each quarter.

Debit card and ATM fees: Debit card and ATM interchange income represents fees earned when a debit card issued by the Bank is used. The Bank earns interchange fees from debit cardholder transactions through the MasterCard® payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. The performance obligation is satisfied and the fees are earned when the cost of the transaction is charged to the cardholders’ debit card. Certain expenses directly associated with the debit cards are recorded on a net basis with the interchange income.

Deposit related fees: Fees are earned on the Bank’s deposit accounts for various products offered to or services performed for the Bank’s customers. Fees include account fees, non-sufficient fund fees, stop payment fees, wire services, safe deposit box and others. These fees are recognized on a daily, monthly or quarterly basis, depending on the type of service.

Loan related fees: Non-interest loan fee income is earned on loans that the Bank services, excluding loans serviced for the FHLMC which are not within the scope of ASC 606. Loan related fees include prepayment fees, late charges, brokered loan fees, maintenance fees and others. These fees are recognized on a daily, monthly, quarterly or annual basis, depending on the type of service.

Other: Fees earned on other services, such as merchant services or occasional non-recurring type services, are recognized at the time of the event or the applicable billing cycle.

Contract Balances

As of September 30, 2019, the Company had no significant contract liabilities where the Company had an obligation to transfer goods or services for which the Company had already received consideration. In addition, the Company had no material unsatisfied performance obligations as of this date.

14.
COMMITMENTS AND CONTINGENCIES

Off-balance sheet arrangements – In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk in order 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 amounts recognized in the consolidated balance sheets. The Company’s maximum exposure to credit loss in the event of nonperformance by the borrower is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments. Commitments to originate loans 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.


23


Standby letters of credit are conditional commitments issued by the Company 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 Company deems it necessary.

Significant off-balance sheet commitments at September 30, 2019 are listed below (in thousands):


   
Contract or
Notional Amount
Commitments to originate loans:
   
       Adjustable-rate
$
15,303
       Fixed-rate
 
13,627
Standby letters of credit
 
2,070
Undisbursed loan funds and unused lines of credit
 
134,513
Total
$
165,513

At September 30, 2019, the Company had firm commitments to sell $660,000 of residential loans to the FHLMC. Typically, these agreements are short-term fixed-rate commitments and no material gain or loss is likely.

Other Contractual Obligations – In connection with certain asset sales, the Company typically makes representations and warranties about the underlying assets conforming to specified guidelines. If the underlying assets do not conform to the specifications, the Company may have an obligation to repurchase the assets or indemnify the purchaser against loss. At September 30, 2019, loans under warranty totaled $107.5 million, which substantially represents the unpaid principal balance of the Company’s loans serviced for the FHLMC. The Company believes that the potential for loss under these arrangements is remote. At September 30, 2019, the Company had an allowance for FHLMC loans of $12,000.

The Bank is a public depository and, accordingly, accepts deposit and other public funds belonging to, or held for the benefit of, Washington and Oregon states, political subdivisions thereof, and municipal corporations. In accordance with applicable state law, in the event of default of a participating bank, all other participating banks in the state collectively assure that no loss of funds are suffered by any public depositor. Generally, in the event of default by a public depository, the assessment attributable to all public depositories is allocated on a pro rata basis in proportion to the maximum liability of each depository as it existed on the date of loss. The Company has not incurred any losses related to public depository funds for the six months ended September 30, 2019 and 2018.

The Bank has entered into employment contracts with certain key employees, which provide for contingent payments subject to future events.

Litigation – The Company is periodically a party to litigation arising in the ordinary course of business. In the opinion of management, these actions will not have a material effect, if any, on the Company’s future consolidated financial position, results of operations and cash flows.

15.
LEASES

The Company has a finance lease for the shell of the building constructed as the Company's operations center which expires in November 2039. The Company is obligated under various noncancelable operating lease agreements for land, buildings and equipment that require future minimum rental payments. The Company does not have any operating leases with an initial term of 12 months or less. Certain operating leases contain various provisions for increases in rental rates, based either on changes in the published Consumer Price Index or a predetermined escalation schedule. Certain operating leases provide the Company with the option to extend the lease term one or more times following expiration of the initial term. Lease extensions are not reasonably certain and the Company generally does not recognize payments occurring during option periods in the calculation of its operating lease right-of-use assets and operating lease liabilities. The Company adopted the requirements of ASC Topic 842 effective April 1, 2019, which required the Company to record in the consolidated balance sheet an operating lease right-of-use asset and an operating lease liability for leases with an initial term of more than 12 months for leases that existed as of April 1, 2019. The periods prior to the date of adoption are accounted for under superseded ASC Topic 840; therefore, the following disclosures include only the period for which ASC Topic 842 was effective.

In March 2010, the Company sold two of its branch locations. The Company maintains a substantial continuing involvement in the locations through various non-cancellable operating leases that contain certain renewal options. The resulting gain on sale of $2.1 million was deferred and is being amortized over the lives of the respective leases. At September 30, 2019, the remaining deferred gain was $617,000 and is included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.


24


The table below presents the lease right-of-use assets and lease liabilities recorded in the consolidated balance sheet at September 30, 2019 (in thousands):

Leases
       
Classification in the consolidated balance sheets
Finance lease right-of-use asset
$
1,547
   
Premises and equipment, net
Finance lease liability
$
2,387
   
Finance lease liability
Finance lease remaining lease term
 
20.18
 years
   
Finance lease discount rate
 
7.16
%
   
           
Operating lease right-of-use assets
$
4,705
   
Prepaid expenses and other assets
Operating lease liabilities
$
4,795
   
Accrued expenses and other liabilities
Operating lease weighted-average remaining lease term
 
4.40
 years
   
Operating lease weighted-average discount rate
 
2.77
%
   

The table below presents certain information related to the lease costs for operating leases, which are recorded in occupancy and depreciation in the accompanying consolidated statements of income, for the periods indicated (in thousands):

   
Three Months Ended
September 30, 2019
   
Six Months Ended
September 30, 2019
Lease Costs
         
Finance lease amortization of right-of-use asset
$
19
   
38
Finance lease interest on lease liability
 
43
   
86
Operating lease costs
 
396
   
791
Variable lease costs
 
52
   
105
Total lease cost (1)
$
510
   
1,020
(1) income related to sub-lease activity is not significant and not presented herein.

Supplemental cash flow information - Operating cash flows paid for operating lease amounts included in the measurement of lease liabilities was $443,000 and $870,000 for the three and six months ended September 30, 2019, respectively. During the three and six months ended September 30, 2019, the Company did not record any lease right-of-use assets that were exchanged for operating lease liabilities.

The following table reconciles the undiscounted cash flows for the periods presented related to the Company’s operating lease liabilities as of September 30, 2019 (in thousands):


Year Ending March 31:
 
Operating
Leases
   
Finance
Lease
 
Remaining of 2020
$
813
 
$
103
 
2021
 
1,011
   
208
 
2022
 
747
   
212
 
2023
 
573
   
215
 
2024
 
583
   
219
 
Thereafter
 
1,507
   
3,622
 
Total minimum lease payments
 
5,234
   
4,579
 
Less: amount of lease payment representing interest
 
(439
)
 
(2,192
)
Lease liabilities
$
4,795
 
$
2,387
 






25


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

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. 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.

Critical Accounting Policies

Critical accounting policies and estimates are discussed in our 2019 Form 10-K under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies.” That discussion highlights estimates that 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 as compared to the disclosures contained in the Company’s 2019 Form 10-K.

Executive Overview

As a progressive, community-oriented financial services company, the Company emphasizes local, personal service to residents of its primary market area. The Company considers Clark, Klickitat and Skamania counties of Washington, and Multnomah, Washington 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 business, commercial real estate, multi-family real estate, land, real estate construction, residential real estate and other consumer loans. The Company’s loans receivable, net, totaled $869.9 million at September 30, 2019 compared to $864.7 million at March 31, 2019.

The Bank's subsidiary, Riverview Trust Company (the “Trust Company”), is a trust and financial services company with one office located in downtown Vancouver, Washington and one office in Lake Oswego, Oregon which provides full-service brokerage activities, trust and asset management services. The Bank’s Business and Professional Banking Division, with two lending offices in Vancouver and one in Portland, offers commercial and business banking services.

The Company’s strategic plan includes targeting the commercial banking customer base in its primary market area for loan originations and deposit growth, specifically small and medium size businesses, professionals and wealth building individuals. In pursuit of these goals, the Company will seek to increase the loan portfolio consistent with its strategic plan and asset/liability and regulatory capital objectives, which includes maintaining a significant amount of commercial business and commercial real estate loans in its loan portfolio. Significant portions of our new loan originations – which are mainly concentrated in commercial business and commercial real estate loans – carry adjustable rates, higher yields or shorter terms and higher credit risk than traditional fixed-rate consumer real estate one-to-four family mortgages.

Our strategic plan also stresses increased emphasis on non-interest income, including increased fees for asset management through the Trust Company 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. We believe we are well positioned to attract new customers and to increase our market share through our 18 branches, including, among others, ten in Clark County, four in the Portland metropolitan area and three lending centers.

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, WaferTech, Nautilus, Barrett Business Services, PeaceHealth and Banfield Pet Hospitals, as well as several support industries. In addition to this industry base, the Columbia River Gorge Scenic Area and the Portland metropolitan area are sources of tourism, which has helped to transform the area from its past dependence on the timber industry.

Economic conditions in the Company’s market areas have generally been positive. However, according to the Washington State Employment Security Department, unemployment in Clark County increased slightly to 5.5% at August 31, 2019 compared to 5.3% at March 31, 2019 and 4.2% at September 30, 2018. According to the Oregon Employment Department, unemployment in Portland, Oregon decreased to 3.5% at August 31, 2019 compared to 3.9% at March 31, 2019 and 3.6% at September 30, 2018. According to the Regional Multiple Listing Services (“RMLS”), residential home inventory levels in Portland, Oregon have increased to 2.8 months at September 30, 2019 compared to 2.2 months at March 31, 2019 and decreased compared to 3.1 months at September 30, 2018. Residential home inventory levels in Clark County increased to 2.5 months at September 30, 2019 compared to 2.4 months at March 31, 2019 and decreased compared to 2.9 months at September 30, 2018. According to the RMLS, closed home sales in Clark County increased 8.0% in September 2019 compared to September 2018. Closed home sales during September 2019 in Portland, Oregon increased 4.6% compared to

26


September 2018. Commercial real estate leasing activity and the residential real estate market in the Portland/Vancouver area has been strong and the vacancy rates in the Portland/Vancouver area have been relatively low.


Operating Strategy

Fiscal year 2020 marks the 97th anniversary since the Bank began operations in 1923. The primary business strategy of the Company is to provide comprehensive banking and related financial services within its primary market area. The historical emphasis had been on residential real estate lending. Since 1998, however, the Company has been diversifying its loan portfolio through the expansion of its commercial and construction loan portfolios. At September 30, 2019, commercial and construction loans represented 89.9% of total loans compared to 89.5% at March 31, 2019. Commercial lending, including commercial real estate loans, typically has higher credit risk, greater interest margins and shorter terms than residential lending which can increase the loan portfolio's profitability.

The Company’s goal is to deliver returns to shareholders by increasing higher-yielding assets (in particular, commercial real estate and commercial business loans), increasing core deposit balances, managing problem assets, reducing expenses, hiring experienced employees with a commercial lending focus and exploring expansion opportunities. The Company seeks to achieve these results by focusing on the following objectives:

Execution of our Business Plan. The Company is focused on increasing its loan portfolio, especially higher yielding commercial and construction loans, and its core deposits by expanding its customer base throughout its primary market areas. By emphasizing total relationship banking, the Company intends to deepen the relationships with its customers and increase individual customer profitability through cross-marketing programs, which allows the Company to better identify lending opportunities and services for customers. To build its core deposit base, the Company will continue to utilize additional product offerings, technology and a focus on customer service in working toward this goal. The Company will also continue to seek to expand its franchise through the selective acquisition of individual branches, loan purchases and whole bank transactions that meet its investment and market objectives.

Maintaining Strong Asset Quality. The Company believes that strong asset quality is a key to long-term financial success. The Company has actively managed delinquent loans and nonperforming assets by aggressively pursuing the collection of consumer debts, marketing saleable properties upon foreclosure or repossession, and through work-outs of classified assets and loan charge-offs. As a result of these efforts and the application of more stringent underwriting practices over the last several years, the percentage of nonperforming loans to total loans was reduced to 0.17% at September 30, 2019 compared to 0.92% at March 31, 2015. Although the Company intends to prudently increase the percentage of its assets consisting of higher-yielding commercial real estate, real estate construction and commercial business loans, which offer higher risk-adjusted returns, shorter maturities and more sensitivity to interest rate fluctuations, the Company intends to manage credit exposure through the use of experienced bankers in these areas and a conservative approach to its lending.

Implementation of a Profit Improvement Plan (“PIP”). The Company’s PIP committee is comprised of several members of management and the Board of Directors with the purpose of undertaking several initiatives to reduce non-interest expense and continue on-going efforts to identify cost saving opportunities throughout all aspects of the Company’s operations. The PIP committee’s mission is not only to find additional cost saving opportunities but also to search for and implement revenue enhancements and additional areas for improvement. As a result, the Company has improved its efficiency ratio over the last several years from 98.0% at March 31, 2014 to 61.7% at September 30, 2019.

Introduction of New Products and Services.  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. The Company continues to experience growth in customer use of its online banking services, whereby the Bank provides a full array of traditional cash management products as well as online banking products including mobile banking, mobile deposit, bill pay, e-statements, text banking and mobile payments. The products are tailored to meet the needs of small to medium size businesses and households in the markets we serve. Recently, the Company launched a new online mortgage origination platform in June 2019. The Bank has implemented remote check capture at all of its branches and for selected customers of the Bank. The Company also intends to selectively add other products to further diversify revenue sources and to capture more of each customer’s banking relationship by cross selling loan and deposit products and additional services to Bank customers, including services provided through the Trust Company to increase its fee income. Assets under management by the Trust Company totaled $690.5 million and $646.0 million at September 30, 2019 and March 31, 2019, respectively. The Company also offers a third-party identity theft product to assist our customers in monitoring their credit that includes an identity theft restoration service.


27


Attracting Core Deposits and Other Deposit Products. The Company offers personal checking, savings and money-market accounts, which generally are lower-cost sources of funds than certificates of deposit and are less likely to be withdrawn when interest rates fluctuate. To build its core deposit base, the Company has sought to reduce its dependence on traditional higher cost deposits in favor of stable lower cost core deposits to fund loan growth and decrease its reliance on other wholesale funding sources, including FHLB and FRB advances. The Company believes that its continued focus on building customer relationships will help to increase the level of core deposits and locally-based retail certificates of deposit. In addition, the Company intends to increase demand deposits by growing business banking relationships through expanded product lines tailored to meet its target business customers’ needs. The Company maintains technology-based products to encourage the growth of lower cost deposits, such as personal financial management, business cash management, and business remote deposit products, that enable it to meet its customers’ cash management needs and compete effectively with banks of all sizes. Core branch deposits (comprised of all demand, savings, interest checking accounts and all time deposits excluding wholesale-brokered deposits, trust account deposits, Interest on Lawyer Trust Accounts (“IOLTA”), public funds, and internet based deposits) increased $46.7 million at September 30, 2019 compared to March 31, 2019 reflecting the Company’s commitment to increasing core deposits versus relying on wholesale funding.

Recruiting and Retaining Highly Competent Personnel With a Focus on Commercial Lending. The Company’s ability to continue to attract and retain banking professionals with strong community relationships and significant knowledge of its markets will be a key to its success. The Company believes that it enhances its market position and adds profitable growth opportunities by focusing on hiring and retaining experienced bankers focused on owner occupied commercial real estate and commercial lending, and the deposit balances that accompany these relationships. The Company emphasizes to its employees the importance of delivering exemplary customer service and seeking opportunities to build further relationships with its customers. The goal is to compete with other financial service providers by relying on the strength of the Company’s customer service and relationship banking approach. The Company believes that one of its strengths is that its employees are also shareholders through the Company’s employee stock ownership (“ESOP”) and 401(k) plans.

Commercial and Construction Loan Composition

The following tables set forth the composition of the Company’s commercial and construction loan portfolios based on loan purpose at the dates indicated (in thousands):


   
Commercial
Business
   
Other Real
Estate
Mortgage
   
Real Estate
Construction
   
Commercial &
Construction
Total
 
September 30, 2019
                       
                         
Commercial business
 
$
167,782
   
$
-
   
$
-
   
$
167,782
 
Commercial construction
   
-
     
-
     
67,437
     
67,437
 
Office buildings
   
-
     
113,713
     
-
     
113,713
 
Warehouse/industrial
   
-
     
102,285
     
-
     
102,285
 
Retail/shopping centers/strip malls
   
-
     
65,381
     
-
     
65,381
 
Assisted living facilities
   
-
     
1,117
     
-
     
1,117
 
Single purpose facilities
   
-
     
189,075
     
-
     
189,075
 
Land
   
-
     
14,166
     
-
     
14,166
 
Multi-family
   
-
     
55,978
     
-
     
55,978
 
One-to-four family construction
   
-
     
-
     
15,737
     
15,737
 
Total
 
$
167,782
   
$
541,715
   
$
83,174
   
$
792,671
 




March 31, 2019
                       
                         
Commercial business
 
$
162,796
   
$
-
   
$
-
   
$
162,796
 
Commercial construction
   
-
     
-
     
70,533
     
70,533
 
Office buildings
   
-
     
118,722
     
-
     
118,722
 
Warehouse/industrial
   
-
     
91,787
     
-
     
91,787
 
Retail/shopping centers/strip malls
   
-
     
64,934
     
-
     
64,934
 
Assisted living facilities
   
-
     
2,740
     
-
     
2,740
 
Single purpose facilities
   
-
     
183,249
     
-
     
183,249
 
Land
   
-
     
17,027
     
-
     
17,027
 
Multi-family
   
-
     
51,570
     
-
     
51,570
 
One-to-four family construction
   
-
     
-
     
20,349
     
20,349
 
Total
 
$
162,796
   
$
530,029
   
$
90,882
   
$
783,707
 



28


Comparison of Financial Condition at September 30, 2019 and March 31, 2019

Cash and cash equivalents, including interest-earning accounts, totaled $48.9 million at September 30, 2019 compared to $23.0 million at March 31, 2019. Cash and cash equivalents increased due to the increase in deposit balances. The Company’s cash balances fluctuate based upon funding needs, and the Company will deploy a portion of excess cash balances to purchase investment securities to earn higher yields than the nominal yield earned on cash held in interest-earning accounts, based on the Company’s asset/liability management program and liquidity objectives in order to maximize earnings. As a part of this strategy, the Company also invests a portion of its excess cash in short-term certificates of deposit held for investment. All of the certificates of deposit held for investment are fully insured by the FDIC. Certificates of deposits held for investment totaled $249,000 and $747,000 at September 30, 2019 and March 31, 2019, respectively.

Investment securities totaled $163.7 million and $178.3 million at September 30, 2019 and March 31, 2019, respectively. The decrease was due to regular scheduled investment securities repayments and an investment call during the six months ended September 30, 2019.  During the six months ended September 30, 2019, there were no purchases of investment securities. The Company primarily purchases a combination of securities backed by government agencies (FHLMC, FNMA, SBA or GNMA). At September 30, 2019, the Company determined that none of its investment securities required an other than temporary impairment (“OTTI”) charge. For additional information on the Company’s investment securities, see Note 5 of the Notes to the Consolidated Financial Statements contained in Item 1 of this Form 10-Q.

Loans receivable, net, totaled $869.9 million at September 30, 2019 compared to $864.7 million at March 31, 2019, an increase of $5.2 million. The Company has had steady loan demand in its market areas and anticipates continued organic loan growth. The increase was mainly concentrated in commercial real estate loans which increased $10.1 million or 2.2%. In addition, commercial business loans increased $5.0 million, or 3.1% and multi-family loans increased $4.4 million, or 8.5%. Partially offsetting these increases were decreases in real estate construction loans of $7.7 million, or 8.5% and consumer loans of $3.8 million, or 4.1%. Due to the timing of the completion of these real estate construction projects, balances may fluctuate between periods. Once construction projects are completed, these loans will roll to permanent financing and be classified within a category under other real estate mortgage. The Company also purchases the guaranteed portion of SBA loans as a way to supplement loan originations, further diversify its loan portfolio and earn a higher yield than earned on its cash or short-term investments. These SBA loans are originated through another financial institution located outside the Company’s primary market area. These loans are purchased with servicing retained by the seller. At September 30, 2019, the Company’s purchased SBA loan portfolio was $68.9 million compared to $67.9 million at March 31, 2019. During the six months ended September 30, 2019, the Bank purchased $6.9 million of SBA loans, including premiums.

Deposits increased $57.2 million to $982.3 million at September 30, 2019 compared to $925.1 million at March 31, 2019. The increase was due a concentrated effort by the Company to increase deposits. The Company increased interest rates on certain deposit products to be more competitive in its market area. The Company had no wholesale-brokered deposits at September 30, 2019 and March 31, 2019. Core branch deposits accounted for 97.2% of total deposits at September 30, 2019 compared to 98.2% at March 31, 2019. The Company plans to continue its focus on core deposits and on building customer relationships as opposed to obtaining deposits through the wholesale markets.

The Bank had no advances from the FHLB at September 30, 2019 compared to $56.6 million at March 31, 2019. Based upon the increase in deposit balances, the Company was able to pay off its outstanding FHLB balances during the second fiscal quarter of 2020.

Shareholders' equity increased $10.0 million to $143.1 million at September 30, 2019 from $133.1 million at March 31, 2019. The increase was mainly attributable to net income of $8.7 million and an increase in the accumulated other comprehensive income related to the unrealized holding gain on securities available for sale, net of tax, of $2.8 million for the six months ended September 30, 2019. These increases were partially offset by cash dividends declared of $2.0 million. The Company did not repurchase any shares of common stock for the six months ended September 30, 2019 and 2018.

Capital Resources

The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (“OCC”). Failure to meet minimum capital requirements can result in the initiation of 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 under 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.


29


Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and tier I capital to risk-weighted assets, core capital to total assets and tangible capital to tangible assets (set forth in the table below). Management believes the Bank met all capital adequacy requirements to which it was subject as of September 30, 2019.

As of September 30, 2019, the most recent notification from the OCC categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. The Bank’s actual and required minimum capital amounts and ratios were as follows at the dates indicated (dollars in thousands):

   
Actual
   
For Capital
Adequacy Purposes
   
“Well Capitalized”
Under Prompt
Corrective Action
 
   
Amount
 
Ratio
   
Amount
 
Ratio
   
Amount
 
Ratio
 
September 30, 2019
                             
Total Capital:
                             
(To Risk-Weighted Assets)
$
143,999
 
17.27
%
$
66,702
 
8.0
%
$
83,378
 
10.0
%
Tier 1 Capital:
                             
(To Risk-Weighted Assets)
 
133,559
 
16.02
   
50,027
 
6.0
   
66,702
 
8.0
 
Common equity tier 1 Capital:
                             
(To Risk-Weighted Assets)
 
133,559
 
16.02
   
37,520
 
4.5
   
54,196
 
6.5
 
Tier 1 Capital (Leverage):
                             
(To Average Tangible Assets)
 
133,559
 
11.79
   
45,310
 
4.0
   
56,638
 
5.0
 

   
Actual
   
For Capital
Adequacy Purposes
   
“Well Capitalized”
Under Prompt
Corrective Action
 
   
Amount
 
Ratio
   
Amount
 
Ratio
   
Amount
 
Ratio
 
March 31, 2019
                             
Total Capital:
                             
(To Risk-Weighted Assets)
$
140,062
 
16.88
%
$
66,379
 
8.0
%
$
82,974
 
10.0
%
Tier 1 Capital:
                             
(To Risk-Weighted Assets)
 
129,671
 
15.63
   
49,784
 
6.0
   
66,379
 
8.0
 
Common equity tier 1 Capital:
                             
(To Risk-Weighted Assets)
 
129,671
 
15.63
   
37,338
 
4.5
   
53,933
 
6.5
 
Tier 1 Capital (Leverage):
                             
(To Average Tangible Assets)
 
129,671
 
11.56
   
44,874
 
4.0
   
56,092
 
5.0
 

In addition to the minimum common equity tier 1 (“CET1”), Tier 1 and total capital ratios, the Bank is required to maintain a capital conservation buffer consisting of additional CET1 capital in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. The capital conservation buffer is required to be an amount greater than 2.5% of risk-weighted assets. As of September 30, 2019, the Bank’s CET1 capital exceeded the required capital conservation buffer at an amount greater than 2.5%.

For a savings and loan holding company, such as the Company, the capital guidelines apply on a bank only basis. The Federal Reserve expects the holding company’s subsidiary banks to be well capitalized under the prompt corrective action regulations. If the Company was subject to regulatory guidelines for bank holding companies at September 30, 2019, the Company would have exceeded all regulatory capital requirements.

At periodic intervals, the OCC and the FDIC routinely examine the Bank’s financial condition and risk management processes as part of their legally prescribed oversight. Based on their examinations, these regulators can direct that the Company’s consolidated financial statements be adjusted in accordance with their findings. A future examination by the OCC or the FDIC could include a review of certain transactions or other amounts reported in the Company’s 2019 consolidated financial statements.


30


Liquidity and Capital Resources

Liquidity is essential to our business. The objective of the Bank’s liquidity management is to maintain ample cash flows to meet obligations for depositor withdrawals, fund the borrowing needs of loan customers, and fund ongoing operations. Core relationship deposits are the primary source of the Bank’s liquidity. As such, the Bank focuses on deposit relationships with local consumer and business clients who maintain multiple accounts and services at the Bank.

Liquidity management is both a short and long-term responsibility of the Company's management. The Company adjusts its investments in liquid assets based upon management's assessment of (i) expected loan demand, (ii) projected loan sales, (iii) expected deposit flows, (iv) yields available on interest-bearing deposits and (v) its asset/liability management program objectives. Excess liquidity is invested generally in interest-bearing overnight deposits and other short-term government and agency obligations. If the Company requires funds beyond its ability to generate them internally, it has additional diversified and reliable sources of funds with the FHLB, the FRB and other wholesale facilities. These sources of funds may be used on a long or short-term basis to compensate for a reduction in other sources of funds or on a long-term basis to support lending activities.

The Company's primary sources of funds are customer deposits, proceeds from principal and interest payments on loans, proceeds from the sale of loans, maturing securities, FHLB advances and FRB borrowings. While maturities and scheduled amortization of loans and securities are a predictable source of funds, deposit flows and prepayment of mortgage loans and mortgage-backed securities are greatly influenced by general interest rates, economic conditions and competition. Management believes that its focus on core relationship deposits coupled with access to borrowing through reliable counterparties provides reasonable and prudent assurance that ample liquidity is available. However, depositor or counterparty behavior could change in response to competition, economic or market situations or other unforeseen circumstances, which could have liquidity implications that may require different strategic or operational actions.

The Company 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. During the six months ended September 30, 2019, the Bank used its sources of funds primarily to fund loan commitments. At September 30, 2019, cash and cash equivalents, certificates of deposit held for investment and available for sale investment securities totaled $212.8 million, or 18.1% of total assets. The Bank generally maintains sufficient cash and short-term investments to meet short-term liquidity needs; however, its primary liquidity management practice is to increase or decrease short-term borrowings, including FRB borrowings and FHLB advances. At September 30, 2019, the Bank had no advances from the FRB and had a borrowing capacity of $58.7 million from the FRB, subject to sufficient collateral. At September 30, 2019, the Bank had no advances from FHLB and had an available borrowing capacity of $231.1 million, subject to sufficient collateral and stock investment. At September 30, 2019, the Bank had sufficient unpledged collateral to allow it to utilize its available borrowing capacity from the FRB and the FHLB. Borrowing capacity may, however, fluctuate based on acceptability and risk rating of loan collateral and counterparties could adjust discount rates applied to such collateral at their discretion.

An additional source of wholesale funding includes brokered certificates of deposit. While the Company has utilized brokered deposits from time to time, the Company historically has not extensively relied on brokered deposits to fund its operations. At September 30, 2019 and March 31, 2019, the Bank had no wholesale brokered deposits. The Bank also participates in the CDARS and ICS deposit products, which allow the Company to accept deposits in excess of the FDIC insurance limit for that depositor and obtain “pass-through” insurance for the total deposit. The Bank’s CDARS and ICS balances were $8.2 million, or 0.83% of total deposits, and $14.5 million, or 1.6% of total deposits, at September 30, 2019 and March 31, 2019, respectively. In addition, the Bank is enrolled in an internet deposit listing service. Under this listing service, the Bank may post time deposit rates on an internet site where institutional investors have the ability to deposit funds with the Bank. At September 30, 2019 and March 31, 2019, the Company had no deposits through this listing service. Although the Company did not originate any internet based deposits during the six months ended September 30, 2019, the Company may do so in the future consistent with its asset/liability objectives. The combination of all the Bank’s funding sources gives the Bank available liquidity of $678.9 million, or 57.9% of total assets at September 30, 2019.

At September 30, 2019, the Company had total commitments of $165.5 million, which includes commitments to extend credit of $28.9 million, unused lines of credit totaling $81.5 million, undisbursed construction loans totaling $53.0 million, and standby letters of credit totaling $2.1 million. The Company anticipates that it will have sufficient funds available to meet current loan commitments. Certificates of deposit that are scheduled to mature in less than one year from September 30, 2019 totaled $51.5 million. Historically, the Bank has been able to retain a significant amount of its deposits as they mature. Offsetting these cash outflows are scheduled loan maturities of less than one year totaling $46.2 million at September 30, 2019.

Riverview Bancorp, Inc., as a separate legal entity from the Bank, must provide for its own liquidity. Sources of capital and liquidity for Riverview Bancorp, Inc. 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 notice. At September 30, 2019, Riverview Bancorp, Inc. had $7.5 million in cash to meet its liquidity needs.



31

Asset Quality

Nonperforming assets, consisting of nonperforming loans, were $1.5 million or 0.13% of total assets at both September 30, 2019 and March 31, 2019. The following table sets forth information regarding the Company’s nonperforming loans at the dates indicated (dollars in thousands):

 
September 30, 2019
   
March 31, 2019
   
Number of
Loans
   
Balance
     
Number of
Loans
   
Balance
                         
Commercial business
 
2
 
$
243
     
2
 
$
225
Commercial real estate
 
2
   
1,026
     
2
   
1,081
Consumer
 
11
   
216
     
16
   
213
Total
 
15
 
$
1,485
     
20
 
$
1,519

The allowance for loan losses was $11.4 million or 1.30% of total loans at September 30, 2019 compared to $11.5 million or 1.31% of total loans at March 31, 2019. The ----balance of the allowance for loan losses at September 30, 2019 reflects the lower levels of delinquent, nonperforming and classified loans, low levels of net charge offs, as well as stable real estate values in our market areas. The Company recorded no provision for loan losses for the six months ended September 30, 2019.

The coverage ratio of allowance for loan losses to nonperforming loans was 770.10% at September 30, 2019 compared to 754.25% at March 31, 2019. At September 30, 2019, the Company identified $1.2 million or 80.96% of its nonperforming loans as impaired and performed a specific valuation analysis on each loan resulting in no specific reserves being required for these impaired loans. Management considers the allowance for loan losses to be adequate at September 30, 2019 to cover probable losses inherent in the loan portfolio based on the assessment of various factors affecting the loan portfolio, and the Company believes it has established its existing allowance for loan losses in accordance with GAAP. However, a decline in local economic conditions, results of examinations by the Company’s regulators, or other factors could result in a material increase in the allowance for loan losses and may adversely affect the Company’s future financial condition and results of operations. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses will be adequate or that substantial increases will not be necessary should the quality of any loans deteriorate or should collateral values decline as a result of the factors discussed elsewhere in this document. For further information regarding the Company’s impaired loans and allowance for loan losses, see Note 7 of the Notes to Consolidated Financial Statements contained in Item 1 of this Form 10-Q.

Troubled debt restructurings (“TDRs”) are loans for which the Company, for economic or legal reasons related to the borrower's financial condition, has granted a concession to the borrower that it would otherwise not consider. A TDR typically involves a modification of terms such as a reduction of the stated interest rate or face amount of the loan, a reduction of accrued interest, and/or an extension of the maturity date(s) at a stated interest rate lower than the current market rate for a new loan with similar risk.

TDRs are considered impaired loans and as such, when a loan is deemed to be impaired, the amount of the impairment is measured using discounted cash flows using the original note rate, except when the loan is collateral dependent. In these cases, the estimated fair value of the collateral (less any selling costs, if applicable) is used. Impairment is recognized as a specific component within the allowance for loan losses if the estimated value of the impaired loan is less than the recorded investment in the loan. When the amount of the impairment represents a confirmed loss, it is charged off against the allowance for loan losses. All of the Company’s TDRs were paying as agreed at September 30, 2019 with the exception of one commercial business loan totaling $150,000 and two commercial real estate loans totaling $1.0 million. The related amount of interest income recognized on TDRs was $111,000 and $102,000 for the six months ended September 30, 2019 and 2018, respectively.

The Company has determined that, in certain circumstances, it is appropriate to split a loan into multiple notes. This typically includes a nonperforming charged-off loan that is not supported by the cash flow of the relationship and a performing loan that is supported by the cash flow. These may also be split into multiple notes to align portions of the loan balance with the various sources of repayment when more than one exists. Generally, the new loans are restructured based on customary underwriting standards. In situations where they are not, the policy exception qualifies as a concession, and if the borrower is experiencing financial difficulties, the loans are accounted for as TDRs.

The accrual status of a loan may change after it has been classified as a TDR. The Company’s general policy related to TDRs is to perform a credit evaluation of the borrower’s financial condition and prospects for repayment under the revised terms. This evaluation includes consideration of the borrower’s sustained historical repayment performance for a reasonable period of time. A sustained period of repayment performance generally would be a minimum of six months and may include repayments made prior to the restructuring date. If repayment of principal and interest appears doubtful, it is placed on non-accrual status.



32

The following table sets forth information regarding the Company’s nonperforming assets at the dates indicated (dollars in thousands):



   
September 30,
2019
   
March 31,
2019
 
       
Loans accounted for on a non-accrual basis:
           
Commercial business
$
243
 
$
225
 
Commercial real estate
 
1,026
   
1,081
 
Consumer
 
216
   
210
 
Total
 
1,485
   
1,516
 
Accruing loans which are contractually past due 90 days or more
 
-
   
3
 
Total nonperforming assets
$
1,485
 
$
1,519
 
             
Foregone interest on non-accrual loans (1)
$
37
 
$
94
 
Total nonperforming loans to total loans
 
0.17
%
 
0.17
%
Total nonperforming loans to total assets
 
0.13
%
 
0.13
%
Total nonperforming assets to total assets
 
0.13
%
 
0.13
%
             
(1) Six months ended September 30, 2019 and year ended March 31, 2019.

The following tables set forth information regarding the Company’s nonperforming assets by loan type and geographical area at the dates indicated (in thousands):

   
Northwest
Oregon
   
Other
Oregon
   
Southwest
Washington
   
 
Other
   
Total
September 30, 2019
                           
                             
Commercial business
$
-
 
$
-
 
$
243
 
$
-
 
$
243
Commercial real estate
 
-
   
851
   
175
   
-
   
1,026
Consumer
 
-
   
-
   
184
   
32
   
216
Total nonperforming assets
$
-
 
$
851
 
$
602
 
$
32
 
$
1,485

March 31, 2019
                           
                             
Commercial business
$
65
 
$
-
 
$
160
 
$
-
 
$
225
Commercial real estate
 
-
   
896
   
185
   
-
   
1,081
Consumer
 
-
   
-
   
169
   
44
   
213
Total nonperforming assets
$
65
 
$
896
 
$
514
 
$
44
 
$
1,519

The composition of land acquisition and development and speculative and custom/presold construction loans by geographical area is as follows at the dates indicated (in thousands):

   
Northwest
Oregon
   
Other
Oregon
   
Southwest
Washington
   
Total
September 30, 2019
                     
                       
Land acquisition and development
$
2,178
 
$
1,871
 
$
10,117
 
$
14,166
Speculative and custom/presold construction
 
1,158
   
160
   
12,782
   
14,100
Total
$
3,336
 
$
2,031
 
$
22,899
 
$
28,266
                       
March 31, 2019                      
Land acquisition and development $
2,184
  $
1,908
  $
12,935
  $
17,027
Speculative and custom/presold construction
  1,680     104
    15,284
    17,068
Total
$
3,864   $
2,012
  $
28,219
  $
34,095


Other loans of concern, which are classified as substandard loans and are not presently included in the non-accrual category, consist of loans where the borrowers have cash flow problems, or the collateral securing the respective loans may be inadequate. In either or both of these situations, the borrowers may be unable to comply with the present loan repayment terms, and the loans may subsequently be included in the non-accrual category. Management considers the allowance for loan losses to be adequate to cover the probable losses inherent in these and other loans.


33


The following table sets forth information regarding the Company’s other loans of concern at the dates indicated (dollars in thousands):

 
September 30, 2019
   
March 31, 2019
   
Number
of Loans
   
Balance
     
Number
of Loans
   
Balance
                         
Commercial business
 
8
 
$
1,526
     
9
 
$
1,734
Commercial real estate
 
1
   
582
     
3
   
2,308
Land
 
1
   
720
     
1
   
728
Multi-family
 
2
   
20
     
2
   
20
Total
 
12
 
$
2,848
     
15
 
$
4,790

Loans delinquent 30 - 89 days were 0.04% of total loans at September 30, 2019 and March 31, 2019. At September 30, 2019, loans 30 - 89 days delinquent in the commercial business and consumer portfolios totaled $187,000 and $171,000, respectively. There were no loans 30-89 days delinquent in any other loan category at September 30, 2019. At that date, commercial real estate loans represented the largest portion of the loan portfolio at 53.51% of total loans and commercial business and consumer loans represented 19.04% and 10.06% of total loans, respectively.

Off-Balance Sheet Arrangements and Other Contractual Obligations

In 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 and capital leases, principally for building space and land. Lease terms generally cover five-year periods, 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 Notes 14 and 15 of the Notes to Consolidated Financial Statements contained in Item 1 of this Form 10-Q.

Goodwill Valuation

Goodwill is initially recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill is presumed to have an indefinite useful life and is tested, at least annually, for impairment at the reporting unit level. The Company has two reporting units, the Bank and the Trust Company, for purposes of evaluating goodwill for impairment. All of the Company’s goodwill has been allocated to the Bank reporting unit. The Company performs an annual review in the third quarter of each fiscal year, or more frequently if indications of potential impairment exist, to determine if the recorded goodwill is impaired. If the fair value exceeds the carrying value, goodwill at the reporting unit level is not considered impaired and no additional analysis is necessary. If the carrying value of the reporting unit is greater than its fair value, there is an indication that impairment may exist and additional analysis must be performed to measure the amount of impairment loss, if any. The amount of impairment is determined by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of the goodwill in the same manner as if the reporting unit was being acquired in a business combination. Specifically, the Company would allocate the fair value to all of the assets and liabilities of the reporting unit, including unrecognized intangible assets, in a hypothetical analysis that would calculate the implied fair value of goodwill. If the implied fair value of goodwill is less than the recorded goodwill, the Company would record an impairment charge for the difference.

A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in our expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; adverse action or assessment by a regulator; and unanticipated competition. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the Company’s consolidated financial statements.


34


The Company performed its annual goodwill impairment test as of October 31, 2018. The goodwill impairment test involves a two-step process. Step one of the goodwill impairment test estimates the fair value of the reporting unit utilizing the allocation of corporate value approach, the income approach and the market approach in order to derive an enterprise value of the Company. The allocation of corporate value approach applies the aggregate market value of the Company and divides it among the reporting units. A key assumption in this approach is the control premium applied to the aggregate market value. A control premium is utilized as the value of a company from the perspective of a controlling interest is generally higher than the widely quoted market price per share. The Company used an expected control premium of 30%, which was based on comparable transactional history. The income approach uses a reporting unit’s projection of estimated operating results and cash flows that are discounted using a rate that reflects current market conditions. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in loans and deposits, estimates of future expected changes in net interest margins and cash expenditures. Assumptions used by the Company in its discounted cash flow model (income approach) included an annual revenue growth rate that approximated 6.9%, a net interest margin that approximated 4.3% and a return on assets that ranged from 1.33% to 1.53% (average of 1.42%). In addition to utilizing the above projections of estimated operating results, key assumptions used to determine the fair value estimate under the income approach were the discount rate of 14.90% utilized for our cash flow estimates and a terminal value estimated at 1.7 times the ending book value of the reporting unit. The Company used a build-up approach in developing the discount rate that included: an assessment of the risk free interest rate, the rate of return expected from publicly traded stocks, the industry the Company operates in and the size of the Company. The market approach estimates fair value by applying tangible book value multiples to the reporting unit’s operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting unit. In applying the market approach method, the Company selected four publicly traded comparable institutions. After selecting comparable institutions, the Company derived the fair value of the reporting unit by completing a comparative analysis of the relationship between their financial metrics listed above and their market values utilizing a market multiple of 1.3 times tangible book value. The Company calculated a fair value of its reporting unit of $254.0 million using the corporate value approach, $194.9 million using the income approach and $259.0 million using the market approach, with a final concluded value of $238.0 million, with primary weight given to the market approach. The results of the Company’s step one test indicated that the reporting unit’s fair value was greater than its carrying value and therefore no impairment of goodwill exists.

Even though the Company determined that there was no goodwill impairment, a decline in the value of its stock price as well as values of other financial institutions, declines in revenue for the Company beyond our current forecasts, significant adverse changes in the operating environment for the financial industry or an increase in the value of our assets without an increase in the value of the reporting unit may result in a future impairment charge.

It is possible that changes in circumstances existing at the measurement date or at other times in the future, or in the numerous estimates associated with management’s judgments, assumptions and estimates made in assessing the fair value of our goodwill, could result in an impairment charge of a portion or all of our goodwill. If the Company recorded an impairment charge, its financial position and results of operations would be adversely affected; however, such an impairment charge would have no impact on our liquidity, operations or regulatory capital.

Comparison of Operating Results for the Three and Six Months Ended September 30, 2019 and 2018

Net Income. Net income was $4.5 million, or $0.20 per diluted share for the three months ended September 30, 2019, compared to $4.2 million, or $0.19 per diluted share for same prior year period. Net income for each of the six months ended September 30, 2019 and 2018 was $8.7 million, or $0.38 per diluted share. The Company’s earnings for the three and six months ended September 30, 2019 compared to the same prior year period improved due to increases in both interest and non-interest income, partially offset by an increase in interest expense primarily related to interest on deposits and borrowings.

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 the interest paid on deposits and borrowings. When the rate earned on interest-earning assets equals or exceeds the rate paid on interest-bearing liabilities, this 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 and six months ended September 30, 2019 was $11.7 million and $23.2 million, respectively, representing a $59,000 and $259,000 decrease, respectively, compared to the three and six months ended September 30, 2018. The net interest margin for the three and six months ended September 30, 2019 was 4.36% and 4.35%, respectively, compared to 4.39% and 4.43% for the three and six months ended September 30, 2018. These decreases in net interest margin were due primarily to increases in the cost of total interest-bearing deposits.

35


Interest and Dividend Income. Interest and dividend income for the three and six months ended September 30, 2019 was $12.9 million and $25.4 million, respectively, compared to $12.4 million and $24.7 million, respectively, for the same periods in the prior year. The increase was due primarily to an increase in interest on loans receivable of $774,000 and $1.4 million for the three and six months ended September 30, 2019, respectively, due primarily to higher average balances of net loans partially offset by a decrease in interest on investment securities of $256,000 and $576,000, respectively, for the same prior year periods due primarily to lower average balances on investment securities.

The average balance of net loans increased $49.7 million and $57.0 million to $889.2 million and $883.4 million for the three and six months ended September 30, 2019, respectively, from $839.5 million and $826.3 million for the same prior year periods. The average yield on net loans was 5.32% and 5.31% for the three and six months ended September 30, 2019, respectively, compared to 5.25% and 5.33% for the same three and six month periods in the prior year, respectively. The average yield on net loans was negatively impacted by two 25 basis point decreases in the targeted Fed Funds Rate in the current quarter.

Interest Expense. Interest expense increased $552,000 and $1.0 million to $1.2 million and $2.2 million for the three and six months ended September 30, 2019, respectively, compared to $611,000 and $1.2 million for the three and six months ended September 30, 2018, respectively. The increase in interest expense was attributable to the increase in the Company’s utilization of FHLB advances for its funding needs and an increase of 25 basis points and 16 basis points in the weighted average interest rate on interest-bearing deposits for the three and six months ended September 30, 2019, respectively, compared to the same prior year periods. The weighted average interest rate on interest-bearing deposits increased to 0.40% and 0.31% for the three and six months ended September 30, 2019, respectively, from 0.15% for both the three and six months ended September 30, 2018. The increase in the weighted average interest rate on regular savings accounts and certificates of deposit primarily contributed to the overall increase in the expense related to interest-bearing deposits, reflecting increased deposit rates to remain competitive in the Company’s market area. The average balance of interest-bearing deposits decreased $33.1 million and $41.8 million for the three and six months ended September 30, 2019, respectively, compared to the same periods in the prior year. The decreases in the average balance of interest-bearing deposits were offset by the utilization of FHLB advances which increased the average balance of FHLB advances $24.8 million and $39.1 million for the three and six months ended September 30, 2019, respectively, compared to the same prior year periods. The average balance of FHLB advances was $24.8 million and $41.1 million for the three and six months ended September 30, 2019, respectively, compared to $40,000 and $2.0 million, respectively, for the same periods in the prior year. The average interest rate on FHLB advances was 1.22% and 2.54% for the three and six months ended September 30, 2019, respectively, compared to 1.20% and 1.97%, respectively, for the same prior year periods. The overall increase in weighted average interest rate on interest-bearing deposits and the utilization of FHLB advances to supplement the decrease in average interest-bearing deposits contributed to the increase in the average cost of interest-bearing liabilities to 0.65% and 0.63% for the three and six months ended September 30, 2019, respectively, compared to 0.34% for both the same prior year periods.





36

The following tables set forth, for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income earned on average interest-earning assets and interest expense paid on average interest-bearing liabilities, resultant yields, interest rate spread, ratio of interest-earning assets to interest-bearing liabilities and net interest margin (dollars in thousands):

 
Three Months Ended September 30,
 
2019
 
2018
 
Average
Balance
 
Interest
and
Dividends
 
Yield/Cost
   
Average
Balance
 
Interest
and
Dividends
 
Yield/Cost
 
                           
Interest-earning assets:
                                 
Mortgage loans
$
699,996
 
$
9,839
 
5.59
%
 
$
659,734
 
$
8,983
 
5.40
%
Non-mortgage loans
 
189,212
   
2,054
 
4.32
     
179,763
   
2,136
 
4.71
 
Total net loans (1)
 
889,208
   
11,893
 
5.32
     
839,497
   
11,119
 
5.25
 
                                   
Investment securities (2)
 
167,899
   
907
 
2.15
     
203,579
   
1,163
 
2.27
 
Daily interest-earning assets
 
130
   
-
 
-
     
18
   
-
 
-
 
Other earning assets
 
11,972

 
93
 
3.09
     
21,292

 
118
 
2.20
 
Total interest-earning assets
 
1,069,209
   
12,893
 
4.80
     
1,064,386
   
12,400
 
4.62
 
                                   
Non-interest-earning assets:
                                 
Office properties and equipment, net
 
15,455
               
15,574
           
Other non-interest-earning assets
 
76,615
               
66,571
           
Total assets
$
1,161,279
             
$
1,146,531
           
                                   
Interest-bearing liabilities:
                                 
Regular savings accounts
$
179,209
   
276
 
0.61
   
$
137,423
   
35
 
0.10
 
Interest checking accounts
 
180,458
   
25
 
0.06
     
182,799
   
26
 
0.06
 
Money market accounts
 
193,881
   
57
 
0.12
     
257,175
   
79
 
0.12
 
Certificates of deposit
 
101,487
   
302
 
1.18
     
110,711
   
119
 
0.43
 
Total interest-bearing deposits
 
655,035
   
660
 
0.40
     
688,108
   
259
 
0.15
 
                                   
Other interest-bearing liabilities
 
53,811
   
503
 
3.72
     
28,977
   
352
 
4.82
 
Total interest-bearing liabilities
 
708,846
   
1,163
 
0.65
     
717,085
   
611
 
0.34
 
                                   
Non-interest-bearing liabilities:
                                 
  Non-interest-bearing deposits
 
297,248
               
298,840
           
  Other liabilities
 
12,990
               
7,976
           
Total liabilities
 
1,019,084
               
1,023,901
           
Shareholders’ equity
 
142,195
               
122,630
           
Total liabilities and shareholders’ equity
$
1,161,279
             
$
1,146,531
           
Net interest income
     
$
11,730
             
$
11,789
     
Interest rate spread
           
4.15
%
             
4.28
%
Net interest margin
           
4.36
%
             
4.39
%
                                   
Ratio of average interest-earning assets to
  average interest-bearing liabilities
           
150.84
%
             
148.43
%
                                   
Tax equivalent adjustment (3)
     
$
11
             
$
11
     
                                   
(1) Includes non-accrual loans.
 
                                 
(2) For purposes of the computation of average yield on investment securities 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 and preferred equity securities dividend income.


37



 
 
Six Months Ended September 30,
 
2019
 
2018
 
Average
Balance
 
Interest
and
Dividends
 
Yield/Cost
   
Average
Balance
 
Interest
and
Dividends
 
Yield/Cost
 
                           
Interest-earning assets:
                                 
Mortgage loans
$
694,555
 
$
19,108
 
5.50
%
 
$
648,796
 
$
17,963
 
5.52
%
Non-mortgage loans
 
188,795
   
4,339
 
4.60
     
177,513
   
4,116
 
4.62
 
Total net loans (1)
 
883,350
   
23,447
 
5.31
     
826,309
   
22,079
 
5.33
 
                                   
Investment securities (2)
 
172,745
   
1,834
 
2.12
     
209,735
   
2,409
 
2.29
 
Daily interest-earning assets
 
121
   
-
 
-
     
33
   
-
 
-
 
Other earning assets
 
11,521

 
180
 
3.12
     
20,445

 
211
 
2.06
 
Total interest-earning assets
 
1,067,737
   
25,461
 
4.77
     
1,056,522
   
24,699
 
4.66
 
                                   
Non-interest-earning assets:
                                 
Office properties and equipment, net
 
15,447
               
15,675
           
Other non-interest-earning assets
 
73,170
               
66,859
           
Total assets
$
1,156,354
             
$
1,139,056
           
                                   
Interest-bearing liabilities:
                                 
Regular savings accounts
$
164,919
   
391
 
0.47
   
$
136,211
   
68
 
0.10
 
Interest checking accounts
 
181,271
   
50
 
0.06
     
180,053
   
51
 
0.06
 
Money market accounts
 
208,202
   
123
 
0.12
     
260,173
   
159
 
0.12
 
Certificates of deposit
 
94,390
   
447
 
0.95
     
114,188
   
241
 
0.42
 
Total interest-bearing deposits
 
648,782
   
1,011
 
0.31
     
690,625
   
519
 
0.15
 
                                   
Other interest-bearing liabilities
 
70,074
   
1,238
 
3.53
     
30,925
   
710
 
4.58
 
Total interest-bearing liabilities
 
718,856
   
2,249
 
0.63
     
721,550
   
1,229
 
0.34
 
                                   
Non-interest-bearing liabilities:
                                 
  Non-interest-bearing deposits
 
287,725
               
288,716
           
  Other liabilities
 
10,364
               
7,977
           
Total liabilities
 
1,016,945
               
1,018,243
           
Shareholders’ equity
 
139,409
               
120,813
           
Total liabilities and shareholders’ equity
$
1,156,354
             
$
1,139,056
           
Net interest income
     
$
23,212
             
$
23,470
     
Interest rate spread
           
4.14
%
             
4.32
%
Net interest margin
           
4.35
%
             
4.43
%
                                   
Ratio of average interest-earning assets to
  average interest-bearing liabilities
           
148.53
%
             
146.42
%
                                   
Tax equivalent adjustment (3)
     
$
23
             
$
22
     
                                   
(1) Includes non-accrual loans.
 
                                 
(2) For purposes of the computation of average yield on investment securities 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 and preferred equity securities dividend income.


38

The following table sets forth the effects of changing rates and volumes on net interest income of the Company for the periods ended September 30, 2019 compared to the periods ended September 30, 2018. 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 (in thousands).

   
Three Months Ended September 30,
   
Six Months Ended September 30,
 
   
2019 vs. 2018
   
2019 vs. 2018
 
                                     
   
Increase (Decrease) Due to
         
Increase (Decrease) Due to
       
               
Total Net
               
Total Net
 
   
Volume
   
Rate
   
Increase
(Decrease)
   
Volume
   
Rate
   
Increase
(Decrease)
 
                                     
Interest Income:
                                   
Mortgage loans
 
$
543
   
$
313
   
$
856
   
$
1,213
   
$
(68
)
 
$
1,145
 
Non-mortgage loans
   
105
     
(187
)
   
(82
)
   
242
     
(19
)
   
223
 
Investment securities (1)
   
(197
)
   
(59
)
   
(256
)
   
(405
)
   
(170
)
   
(575
)
Other earning assets
   
(63
)
   
38
     
(25
)
   
(114
)
   
83
     
(31
)
Total interest income
   
388
     
105
     
493
     
936
     
(174
)
   
762
 
                                                 
Interest Expense:
                                               
Regular savings accounts
   
14
     
227
     
241
     
17
     
306
     
323
 
Interest checking accounts
   
(1
)
   
-
     
(1
)
   
(1
)
   
-
     
(1
)
Money market accounts
   
(22
)
   
-
     
(22
)
   
(36
)
   
-
     
(36
)
Certificates of deposit
   
(11
)
   
194
     
183
     
(49
)
   
255
     
206
 
Other interest-bearing liabilities
   
246
     
(95
)
   
151
     
722
     
(194
)
   
528
 
Total interest expense
   
226
     
326
     
552
     
653
     
367
     
1,020
 
Net interest income
 
$
162
   
$
(221
)
 
$
(59
)
 
$
283
   
$
(541
)
 
$
(258
)
                                                 
(1) Interest is presented on a fully tax-equivalent basis.
                         

Provision for Loan Losses. The Company maintains an allowance for loan losses to provide for probable losses inherent in the loan portfolio consistent with GAAP guidelines. The adequacy of the allowance is evaluated monthly to maintain the allowance at levels sufficient to provide for inherent losses existing at the balance sheet date. The key components to the evaluation are the Company’s internal loan review function by its credit administration, which reviews and monitors the risk and quality of the loan portfolio; as well as the Company’s external loan reviews and its loan classification systems. Credit officers are expected to monitor their portfolios and make recommendations to change loan grades whenever changes are warranted. Credit administration approves any changes to loan grades and monitors loan grades.

In accordance with GAAP, loans acquired from the purchase and assumption transaction of MBank (“MBank transaction”) were recorded at their estimated fair value, which resulted in a net discount to the loans’ contractual amounts, of which a portion reflects a discount for possible credit losses. Credit discounts are included in the determination of fair value and as a result no allowance for loan losses is recorded for acquired loans at the acquisition date. The discount recorded on the acquired loans is not reflected in the allowance for loan losses or related allowance coverage ratios. However, we believe it should be considered when comparing certain financial ratios of the Company calculated in periods after the MBank transaction, compared to the same financial ratios of the Company in periods prior to the MBank transaction. The net discount on these acquired loans was $1.3 million and $1.5 million at September 30, 2019 and March 31, 2019, respectively.

There was no provision for loan losses for the six months ended September 30, 2019, compared to a provision for loan losses of $50,000 for the six months ended September 30, 2018. The lack of a provision for loan losses for the six months ended September 30, 2019 compared to 2018 was based primarily upon the low level of charge-offs, recoveries of previously charged off loans and stable real estate values in our market areas.

Net charge-offs for the three and six months ended September 30, 2019 totaled $6,000 and $21,000, respectively. This compares to net charge-offs of $86,000 and net recoveries of $697,000 for the three and six months ended September 30, 2018, respectively.

Annualized net charge-offs to average net loans for the three and six month periods ended September 30, 2019 was not meaningful. Annualized net charge-offs to average net loans for the three and six month periods ended September 30, 2018 was 0.04% and (0.17)%, respectively. Nonperforming loans were $1.5 million at September 30, 2019, compared to $2.3 million at September 30, 2018. The ratio of allowance for loan losses to nonperforming loans was 770.10% at September 30, 2019 compared to 504.29% at September 30, 2018. See “Asset Quality” above for additional information related to asset quality that management considers in determining the provision for loan losses.

39


Impaired loans are subjected to an impairment analysis to determine an appropriate reserve amount to be held against each loan. As of September 30, 2019, the Company had identified $5.3 million of impaired loans. Because the significant majority of the impaired loans are collateral dependent, nearly all of the specific allowances are calculated based on the estimated fair value of the collateral. Of those impaired loans, $5.2 million have no specific valuation allowance as their estimated collateral value is equal to or exceeds the carrying costs, which in some cases is the result of previous loan charge-offs. At September 30, 2019, charge-offs on these impaired loans totaled $460,000 from their original loan balances. The remaining $145,000 of impaired loans had specific valuation allowances totaling $10,000 at September 30, 2019.

Non-Interest Income. Non-interest income increased $329,000 and $596,000 to $3.2 million and $6.3 million for the three and six months ended September 30, 2019, respectively, compared to the same prior year periods. The increase in non-interest income for the three and six months ended September 30, 2019, compared to the same prior year periods was primarily due to the increase in fees and service charges of $238,000 and $303,000, respectively, in addition to an increase in asset management fees of $147,000 and $364,000, respectively, reflecting the increase in the Trust Company assets under management. These increases were partially offset by a decrease in other non-interest income of $88,000 and $61,000, for the three and six months ended September 30, 2019, respectively, compared to the same prior year periods. For the six months ended September 30, 2019, the above increase was offset by a decrease in net gains on sales of loans held for sale of $54,000 compared to the same prior year period.

Non-Interest Expense. Non-interest expense increased $88,000 and $263,000 to $9.0 million and $18.2 million for the three and six months ended September 30, 2019, respectively, compared to the same prior year periods. The increase in non-interest expense for the three and six months ended September 30, 2019, compared to the same prior year periods was primarily due to increases in salaries and employee benefits of $414,000 and $551,000, respectively, and data processing expense of $47,000 and 96,000, respectively, due to additional staffing attributable to the overall growth of the Company and continued investments into enhancing our information technology infrastructure. These increases were offset by decreases in occupancy and depreciation of $74,000 and $113,000, professional fees of $124,000 and $83,000 and other non-interest expense of $97,000 and $146,000 for the three and six months ended September 30, 2019, respectively, compared to the same prior year periods. FDIC insurance premium expense decreased $85,000 and $81,000 for the three and six months ended September 30, 2019, respectively, compared to the same prior year periods. The decrease in FDIC insurance premium expense is attributable to credits for previously paid deposit insurance premiums which came as a result of the FDIC exceeding its stated Deposit Insurance Fund Reserve Ratio. The company has $198,000 in credits on future assessments remaining as of September 30, 2019, which may be recognized in future periods when allowed for by the FDIC upon insurance fund levels being met.

Income Taxes. The provision for income taxes was $1.4 million and $2.6 million for the three and six months ended September 30, 2019, respectively, compared to $1.2 million and $2.5 million for the three and six months ended September 30, 2018, respectively. The Company’s effective tax rate for the three and six months ended September 30, 2019 was 23.0% and 22.8%, respectively, compared to 22.4% for both the three and six months ended September 30, 2018. As of September 30, 2019, management deemed that a valuation allowance related to the Company’s deferred tax asset was not necessary. At September 30, 2019, the Company had a net deferred tax asset of $3.3 million compared to $4.2 million at March 31, 2019.





40


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

There has not been any material change in the market risk disclosures contained in the 2019 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) as of September 30, 2019 was carried out 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. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as in effect on September 30, 2019 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, 2019, 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.

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 errors 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 errors or mistakes. 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 may 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 errors or fraud may occur and not be detected.






41


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

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes to the risk factors set forth in Part I. Item 1A of the Company’s Form 10-K for the year ended March 31, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 None.

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable






42

Item 6. Exhibits


 
(a)
Exhibits:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101
The following materials from Riverview Bancorp Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted on Extensible Business Reporting Language (XBRL) (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income; (d) Consolidated Statements of Shareholders’ Equity (e) Consolidated Statements of Cash Flows; and (f) Notes to Consolidated Financial Statements *

(1)
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2016 and incorporated herein by reference.
(2)
Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (Registration No. 333-30203), and incorporated herein by reference.
(3)
Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on May 3, 2019 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, 2019, and incorporated herein by reference.
(5)
Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2017 and incorporated herein by reference.
(6)
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.
(7)
Filed as an exhibit to the Registrant’s Definitive Annual Meeting Proxy Statement (000-22957), filed with the Commission on June 5, 2003, and incorporated herein by reference.
(8)
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference.
(9)
Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2009 and incorporated herein by reference.
(10)
Filed as Appendix A to the Registrant’s Definitive Annual Meeting Proxy Statement (000-22957), filed with the Commission on June 16, 2017, and incorporated herein by reference.
(11)
Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (Registration No. 333-228099), and incorporated herein by reference.
*
Filed herewith



43

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/  Kevin J. Lycklama By:
/S/  David Lam
 
Kevin J. Lycklama
President and Chief Executive Officer
Director
(Principal Executive Officer)
 
David Lam
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
       
Date:
November 7, 2019
Date:
November 7, 2019
 









44



EXHIBIT INDEX


101
The following materials from Riverview Bancorp Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted on Extensible Business Reporting Language (XBRL) (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Shareholders’ Equity (d) Consolidated Statements of Cash Flows; and (e) Notes to Consolidated Financial Statements
















45