8-K/A 1 revsd8k.htm RIVERVIEW FORM 8-K/A




SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K/A


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934



Date of Report  (Date of earliest event reported):  July 18, 2003



                      Riverview Bancorp, Inc.                      
(Exact name of registrant as specified in its charter)



       Washington            0-22957         91-1838969      
State or other jurisdiction
of incorporation
Commission
File Number
(I.R.S. Employer
Identification No.)


900 Washington Street, Suite 900, Vancouver, Washington     98660    
          (Address of principal executive offices) (Zip Code)

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


  Not Applicable  
(Former name or former address, if changed since last report)



<PAGE>



Item 5.   Other Events


       As reported by Riverview Bancorp, Inc. ("Riverview") on its Current Report on Form 8-K dated July 18, 2003 and filed with the Securities and Exchange Commission on July 28, 2003, Riverview and its wholly-owned subsidiary, Riverview Community Bank consummated the previously announced acquisition of Today's Bancorp, Inc. ("Today's Bancorp") and its wholly-owned subsidiary, Today's Bank, pursuant to the Agreement and Plan of Merger, dated as of February 5, 2003, by and between Riverview and Today's Bancorp (the "Merger Agreement").


       The merger was completed through the merger of Today's Bancorp with and into Riverview with Riverview being the surviving corporation in the merger. Pursuant to the terms of the Merger Agreement, Today's Bancorp shareholders who elected to receive Riverview stock received 430,733 shares of Riverview common stock and Today's Bancorp shareholders who elected to receive cash received $13.6361 in cash for each share of Today's Bancorp common stock. Today's Bancorp shareholders who did not submit properly completed election forms within the required time frame received $13.6361 in cash for each share of Today's Bancorp stock. Riverview issued a total of approximately 430,733 shares and paid a total of approximately $9.5 million in cash to the former Today's Bancorp shareholders. Riverview issued the stock consideration out of its authorized but unissued shares and received dividends from Riverview Community Bank to pay the cash consideration.


       This Current Report on Form 8-K/A amends the Current Report on Form 8-K dated July 18, 2003 to include Item 7(a) Financial Statements and Item 7(b) Pro Forma Financial Information.


Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits


       (a)       Financial Statements of Businesses Acquired.


       The historical consolidated financial statements of Today's Bancorp, including its consolidated balance sheets as of December 31, 2002 and 2001, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders' equity and cash flows for each of the years then ended, which are included in Riverview's Registration Statement on Form S-4 (File No. 333-104538), are incorporated herein by reference.


       (b)       Pro Forma Financial Information.


       The unaudited pro forma condensed combined financial statements set forth below reflect consummation of the merger between Riverview and Today's Bancorp as if the merger had been consummated on June 30, 2003. The unaudited pro forma condensed combined statements of income for Riverview for the three months ended June 30, 2003 and 2002 and for Today's Bancorp for the three months ended March 31, 2003 and 2002 were prepared as if the merger had been consummated on April 1, 2002.


       The unaudited pro forma condensed combined financial statements and notes thereto reflect the application of the purchase method of accounting. Under the purchase method of accounting, the assets and liabilities of Today's Bancorp are recorded on the books of Riverview at their fair value as of the effective time of the merger. The difference between the cost of Today's Bancorp and the fair value of its identifiable assets, less the fair value of its liabilities, will be recorded as goodwill. The unaudited pro forma condensed combined financial statements included herein are not necessarily indicative of the future results of operations or the future financial position of the combined entities or the results of operations and financial position of the combined entities that would have actually occurred had the transactions been in effect as of the dates or for the periods presented. Such information does not include any pro forma adjustments relating to any future revenue enhancements and reductions in expenses that may be realized.



<PAGE>



RIVERVIEW BANCORP, INC.
TODAY'S BANCORP, INC.
Unaudited Pro Forma Condensed Combined Balance Sheet
(In thousands, except share data)


6/30/2003 3/31/2003
Riverview Today's Pro Forma Combined
Bancorp, Inc.
Bancorp, Inc.
Adjustments
Entities
ASSETS
Cash including interest-earning accounts $ 88,939 $ 12,638 $ (9,507) (2) $ 92,070
- - (351) (2) (351)
Loans held for sale 1,308 - - 1,308
Investment securities held to maturity, at amortized cost - - - -
Investment securities available for sale, at fair value 19,745 13,833 - 33,578
Mortgage-backed securities held to maturity, at amortized cost 3,087 - - 3,087
Mortgage-backed securities available for sale, at fair value 10,109 665 - 10,774
Loans receivable (net of allowance for loan losses) 296,451 88,129 922 (3) 385,502
Real estate owned 445 328 - 773
Prepaid expenses and other assets 1,033 289 - 1,322
Accrued interest receivable 1,418 714 - 2,132
Federal Home Loan Bank stock, at cost 5,706 159 - 5,865
Premises and equipment, net 9,497 1,273 (101) (3) 10,669
Deferred income taxes, net 1,607 1,264 (200) (3) 2,671
Mortgage servicing rights, net 481 - - 481
Core deposit intangible, net 287 - 820 (3) 1,107
Goodwill -
-
7,805
(4) 7,805
TOTAL ASSETS $ 440,113 $ 119,292 $ (612) $ 558,793
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
LIABILITIES:
Deposit accounts $ 340,036 $ 110,195 $ 1,015 (3) $ 451,246
Accrued expenses and other liabilities 4,853 360 - 5,213
Advance payment by borrowers for taxes and insurance 60 - - 60
Federal Home Loan Bank advances 40,000
-
-
40,000
Total liabilities 384,949 110,555 1,015 496,519
 
SHAREHOLDERS' EQUITY:
Serial preferred stock - - - -
Common stock 46 11,362 (11,358) (5) 50
Additional paid-in capital 33,777 - 7,106 (2) 40,883
Retained earnings 23,275 (2,661) 2,661 (5) 23,275
Unearned shares issued to employee stock ownership trust (1,753) - - (1,753)
Unearned common stock held by the MRDP at grant cost: (7) - - (7)
Accumulated other comprehensive income (loss) (174)
36
(36)
(5) (174)
Total shareholders' equity 55,164
8,737
(1,627)
62,274
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 440,113 $ 119,292 $ (612) $ 558,793
 
See notes to the unaudited pro forma condensed combined financial statements.



<PAGE>



RIVERVIEW BANCORP, INC.
TODAY'S BANCORP, INC.
Unaudited Pro Forma Condensed Combined Statements of Income
(In thousands, except share data)


Three Months Ended
06/30/03 03/31/03
Riverview Today's Pro Forma Combined
Bancorp, Inc.
Bancorp, Inc.
Adjustments
Entities
INTEREST INCOME
Interest and fees on loans receivable $ 5,669 $ 1,689 $ (77) (6) $ 7,281
Interest on investment securities 67 87 - 154
Interest on mortgage-backed securities 181 - - 181
Other interest and dividends 214
35
(20)
(6) 229
      Total interest income 6,131
1,811
(97)
7,845
 
INTEREST EXPENSE
Interest on deposits 1,009 850 (74) (6) 1,785
Interest on borrowings 495
5
-
500
      Total interest expense 1,504
855
(74)
2,285
      Net interest income 4,627 956 (23) 5,560
Less provision for loan losses 70
-
-
70
      Net interest income after
        provision for loan losses 4,557
956
(23)
5,490
 
NON-INTEREST INCOME
Fees and service charges 1,173 63 - 1,236
Asset management fees 223 - - 223
Gain on sale of loans held for sale 304 - - 304
Gain on sale of securities - 22 - 22
Gain on sale of other real estate owned 3 - - 3
Loan servicing expense (108) - - (108)
Other 21
7
-
28
      Total non-interest income 1,616
92
-
1,708
 
NON-INTEREST EXPENSE
Salaries and employee benefits 2,249 384 - 2,633
Occupancy and depreciation 586 171 - 757
Data processing 204 40 - 244
Amortization of core deposit intangible 82 - 33 (9) 115
Marketing expense 269 13 - 282
FDIC insurance premium 12 15 - 27
State and local taxes 94 28 - 122
Telecommunications 48 29 - 77
Professional fees 89 153 - 242
Other 302
132
-
434
      Total non-interest expense 3,935
965
33
4,933
 
INCOME BEFORE FEDERAL INCOME TAXES 2,238 83 (56) 2,265
 
PROVISION FOR FEDERAL INCOME TAXES 738
57
(18)
(7) 777
 
NET INCOME $ 1,500 $ 26 $ (38) $ 1,488
 
Earning per common share:
      Basic $ 0.34 N/A $ 0.31
      Diluted 0.34 N/A 0.30
Weighted average number of shares outstanding:
      Basic 4,371,380 N/A 4,802,113
      Diluted 4,442,363 N/A 4,873,096
 
See notes to the unaudited pro forma condensed combined financial statements.


<PAGE>



RIVERVIEW BANCORP, INC.
TODAY'S BANCORP, INC.
Unaudited Pro Forma Condensed Combined Statements of Income
(In thousands, except share data)


Three Months Ended
06/30/02 03/31/02
Riverview Today's Pro Forma Combined
Bancorp, Inc.
Bancorp, Inc.
Adjustments
Entities
INTEREST INCOME
Interest and fees on loans receivable $ 5,913 $ 1,337 $ (141) (6) $ 7,109
Interest on investment securities 28 77 - 105
Interest on mortgage-backed securities 449 38 - 487
Other interest and dividends 390
15
(20)
(6) 385
      Total interest income 6,780
1,467
(161)
8,086
 
INTEREST EXPENSE
Interest on deposits 1,594 686 (180) (6) 2,100
Interest on borrowings 1,130
4
-
1,134
      Total interest expense 2,724
690
(180)
3,234
      Net interest income 4,056 777 19 4,852
Less provision for loan losses 245
99
-
344
      Net interest income after
        provision for loan losses 3,811
678
19
4,508
 
NON-INTEREST INCOME
Fees and service charges 928 47 - 975
Asset management fees 192 - - 192
Gain on sale of loans held for sale 349 - - 349
Gain on sale of other real estate owned 20 - - 20
Loan servicing expense (100) - - (100)
Other 21
-
-
21
      Total non-interest income 1,410
47
-
1,457
 
NON-INTEREST EXPENSE
Salaries and employee benefits 2,034 336 - 2,370
Occupancy and depreciation 592 129 - 721
Data processing 210 35 - 245
Amortization of core deposit intangible 82 - 39 (9)

121

Marketing expense 189 54 - 243
FDIC insurance premium 11 4 - 15
State and local taxes 90 22 - 112
Telecommunications 44 12 - 56
Professional fees 118 24 - 142
Other 322
77
-
399
      Total non-interest expense 3,692
693
39
4,424
 
INCOME BEFORE FEDERAL INCOME TAXES 1,529 32 (20) 1,541
 
PROVISION FOR FEDERAL INCOME TAXES 457
11
(7)
(7) 461
 
NET INCOME $ 1,072 $ 21 $ (13) $ 1,080
 
Earning per common share:
      Basic $ 0.24 N/A $ 0.22
      Diluted 0.24 N/A 0.22
Weighted average number of shares outstanding:
      Basic 4,440,426 N/A 4,871,159
      Diluted 4,486,182 N/A 4,916,915
 
See notes to the unaudited pro forma condensed combined financial statements.


<PAGE>




RIVERVIEW BANCORP, INC.
TODAY'S BANCORP, INC.
Notes to Unaudited Pro Forma Condensed
Combined Financial Statements

1.     Basis of Presentation

       The unaudited pro forma condensed combined balance sheet as of June 30, 2003 has been prepared as if the merger had been consummated on that date. The unaudited pro forma condensed combined statements of income for Riverview for the three months ended June 30, 2003 and 2002 and for Today's Bancorp, Inc. for the three months ended March 31, 2003 and 2002 were prepared as if the merger had been consummated on April 1, 2002.


       The unaudited pro forma condensed combined financial statements are based on historical financial statements of Riverview Bancorp, Inc. and Today's Bancorp, Inc. after giving effect to the merger under the purchase method of accounting and the assumptions and adjustments in the notes that follow.


       Assumptions relating to the pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are summarized as follows:

Estimated fair values - Estimated fair values for securities, loans and deposits were obtained from appropriate valuation methodologies and market information used in accordance with Statement of Financial Accounting Standards (SFAS) No. 107, Disclosures About Values of Financial Instruments.

The resulting premium on loans for purposes of these pro forma financial statements is being amortized to interest income using an accelerated method over the weighted lives of 2.2 years which approximate a constant yield to maturity. The premium on deposits will be amortized using an accelerated method over a weighted average life of 1.7 years to interest income which approximate a constant yield to maturity. A core deposit intangible analysis was performed that concluded there was $820,000 in core deposit intangible created as a result of the merger and is being amortized to interest expense using an accelerated amortization method that approximates a constant yield to maturity.


       No earnings per share are presented for Today's Bancorp, Inc. per SFAS No. 128, Earnings per Share.



2.     Acquisition Cost


       The cost to acquire Today's Bancorp, Inc. is 1,158,679 shares of Today's Bancorp, Inc. common stock (plus all options at a cost of $259,981 and warrants at a cost of $552,348 to purchase Today's Bancorp, Inc. common stock were cashed out at their respective strike prices prior to completion of the merger) multiplied by the per share price of $13.6361. These shares will be exchanged for 55% cash and 45% of Riverview Bancorp, Inc. common stock subject to a reverse split of 0.8261.


(In thousands)
Cash consideration is made up of:
55% of the 1,158,679 shares of Today's common stock at $13.6361 per share $ 8,690
Options cost of $259,981, warrants cost of $552,348 and cash for fractional shares of $5,068 817
 
Stock consideration is the issuance of Riverview Bancorp, Inc. common stock for 45%
of 1,158,679 shares of Today's common stock subject to a reverse split of 0.8261 times the
average closing price of Riverview common stock during the measurement period which was $16.5066. 7,110
 
Total stock and cash consideration for Today's Bancorp, Inc. shares 16,617
 
Acquisition costs
      Riverview:
      Transaction costs 351
 
Total acquisition cost $ 16,968


<PAGE>




3.     Purchase accounting adjustments recorded for the merger were as follows (in thousands):


Today's Bancorp, Inc. net assets at historical cost at March 31, 2003 $ 8,737
 
Fair value adjustments:
Core deposit intangible 820
Loan receivable, net 922
Deposits (1,015)
Write-off fixed assets (101)
Sub-total net fair value adjustments 626
Tax effect of fair value adjustments (200)
Net assets acquired $ 9,163

4.     Excess of cost over fair value of net assets acquired for the merger was calculated as follows (in thousands):


Total cost $ 16,968
Net assets acquired (9,163)
Total excess of cost over fair value of net assets acquired from the merger $ 7,805

5.     Purchase accounting adjustment to eliminate Today's Bancorp, Inc. stockholders'
         equity accounts (in thousands):                                                                                                              $     8,737



6.     Pro forma adjustments to interest income and interest expense were calculated for the merger as follows (in thousands):


For the Three For the Three
Months Ended Months Ended
June 30, 2002
June 30, 2003
Reduction in interest income for cash utilized to purchase
Today's Bancorp Inc. common stock (based on average annual
rate of 0.80%) $ 20 $ 20
Amortization of fair value adjustment on loans acquired (2.2 yrs) 141
77
161 97
Amortization of fair value adjustment of deposits acquired (1.7 years) (180) (74)


Total net adjustments to interest income $ (19) $ 23
 

7.     Income tax expense was calculated using Riverview Bancorp, Inc. effective tax rate of 32%.



8.     Basic earnings per common share for the three months ended June 30, 2003 and 2002 is calculated by dividing net income by the average number of common shares outstanding. Diluted earnings per common share is calculated using the same method as basic earning per common share, but reflects potential dilution of common share equivalents. Basic and diluted weighted average number of common stock and common stock equivalents utilized for the calculation of earnings per share for the periods presented were calculated using Riverview Bancorp, Inc. historical weighted average common stock and common stock equivalents plus 430,733 shares issued to Today's Bancorp, Inc. stockholders under the terms of the merger.



<PAGE>





9.     The following table summarizes the estimated impact of the amortization and the accretion of the purchase
        accounting adjustments made in connection with the merger on Riverview Bancorp, Inc. results of
        operations (in thousands):


Projected Future
Amounts For the Core Deposit Net Net Decrease
Fiscal Years Ended Intangible (Accretion) In Income
March 31, Amortization Amortization Before taxes
2002 $ 155 $ (156) $ (1)
2003 130 11 141
2004 109 52 161
2005 92 - 92
2006 78 - 78
2007 and thereafter 256
-
256
$          820 $          (93) $          727

       Core deposit intangible is amortized on an accelerated basis over 10 years. The estimated amortization for the three months ended June 30, 2002 and 2003 is $39 and $33, respectively.











<PAGE>




     (c)       Exhibits.

Exhibit Description
 
2 Agreement and Plan of Merger dated February 5, 2003 by and among Riverview Bancorp, Inc., Riverview Community Bank, Today's Bancorp, Inc. and Today's Bank. (Incorporated by reference to Riverview Bancorp, Inc.'s Current Report on Form 8-K filed on February 6, 2003.)
 
23 Consent of Moss Adams LLP.
 
99 Press Release dated July 18, 2003. (Filed as an exhibit to Riverview Bancorp, Inc.'s Current Report on Form 8-K filed on July 28, 2003.)










<PAGE>



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, hereunto duly authorized.

RIVERVIEW BANCORP, INC.
 
 
Date: September 12, 2003 By: /s/ Patrick Sheaffer               
            Patrick Sheaffer
          Chairman and Chief Executive Officer










<PAGE>












Exhibit 23

Consent of Moss Adams LLP











<PAGE>




CONSENT OF INDEPENDENT ACCOUNTANTS


        We hereby consent to the incorporation by reference in the Current Report on Form 8-K/A of Riverview Bancorp, Inc. of our report dated February 28, 2003, on the consolidated balance sheets of Today's Bancorp, Inc. and Subsidiary as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the two-year period ended December 31, 2002, which appears in the Registration Statement on Form S-4 of Riverview Bancorp, Inc. (File No. 333-104538).

/s/ Moss Adams LLP

Portland, Oregon
September 12, 2003