[X] |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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: | ||
Common Stock, Par Value $.01 per share | Nasdaq Stock Market LLC | |
(Title of Each Class)
|
(Name of Each Exchange on Which Registered)
|
Securities registered pursuant to Section 12(g) of the Act:
|
None
|
Table of Contents
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||
PART I
|
PAGE
|
|
Item 1.
|
Business
|
4
|
Item 1A.
|
Risk Factors
|
32
|
Item 1B.
|
Unresolved Staff Comments
|
43
|
Item 2.
|
Properties
|
43
|
Item 3.
|
Legal Proceedings
|
43
|
Item 4.
|
Mine Safety Disclosures
|
43
|
PART II
|
||
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
|
44
|
Item 6.
|
Selected Financial Data
|
46
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
48
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
63
|
Item 8.
|
Financial Statements and Supplementary Data
|
65
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
107
|
Item 9A.
|
Controls and Procedures
|
107
|
Item 9B.
|
Other Information
|
110
|
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
110
|
Item 11.
|
Executive Compensation
|
110
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
|
111
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
111
|
Item 14.
|
Principal Accounting Fees and Services
|
111
|
PART IV
|
||
Item 15.
|
Exhibits and Financial Statement Schedules
|
112
|
Signatures
|
113
|
|
Exhibit Index
|
114
|
Commercial
|
Other
Real Estate
Mortgage
|
Real Estate
Construction
|
Commercial &
Construction
Total
|
|||||||||||||
March 31, 2017
|
||||||||||||||||
Commercial business
|
$
|
107,371
|
$
|
-
|
$
|
-
|
$
|
107,371
|
||||||||
Commercial construction
|
-
|
-
|
27,050
|
27,050
|
||||||||||||
Office buildings
|
-
|
121,983
|
-
|
121,983
|
||||||||||||
Warehouse/industrial
|
-
|
74,671
|
-
|
74,671
|
||||||||||||
Retail/shopping centers/strip malls
|
-
|
78,757
|
-
|
78,757
|
||||||||||||
Assisted living facilities
|
-
|
3,686
|
-
|
3,686
|
||||||||||||
Single purpose facilities
|
-
|
167,974
|
-
|
167,974
|
||||||||||||
Land
|
-
|
15,875
|
-
|
15,875
|
||||||||||||
Multi-family
|
-
|
43,715
|
-
|
43,715
|
||||||||||||
One-to-four family construction
|
-
|
-
|
19,107
|
19,107
|
||||||||||||
Total
|
$
|
107,371
|
$
|
506,661
|
$
|
46,157
|
$
|
660,189
|
March 31, 2016
|
||||||||||||||||
Commercial business
|
$
|
69,397
|
$
|
-
|
$
|
-
|
$
|
69,397
|
||||||||
Commercial construction
|
-
|
-
|
16,716
|
16,716
|
||||||||||||
Office buildings
|
-
|
107,986
|
-
|
107,986
|
||||||||||||
Warehouse/industrial
|
-
|
55,830
|
-
|
55,830
|
||||||||||||
Retail/shopping centers/strip malls
|
-
|
61,600
|
-
|
61,600
|
||||||||||||
Assisted living facilities
|
-
|
1,809
|
-
|
1,809
|
||||||||||||
Single purpose facilities
|
-
|
126,524
|
-
|
126,524
|
||||||||||||
Land
|
-
|
12,045
|
-
|
12,045
|
||||||||||||
Multi-family
|
-
|
33,733
|
-
|
33,733
|
||||||||||||
One-to-four family construction
|
-
|
-
|
10,015
|
10,015
|
||||||||||||
Total
|
$
|
69,397
|
$
|
399,527
|
$
|
26,731
|
$
|
495,655
|
At March 31,
|
||||||||||||||||
2017
|
2016
|
|||||||||||||||
Amount
(1)
|
Percent
|
Amount
(1)
|
Percent
|
|||||||||||||
Speculative construction
|
$
|
7,915
|
8.47
|
%
|
$
|
6,089
|
8.76
|
%
|
||||||||
Commercial/multi-family construction
|
59,599
|
63.80
|
50,174
|
72.22
|
||||||||||||
Custom/presold construction
|
20,697
|
22.16
|
10,529
|
15.16
|
||||||||||||
Construction/permanent
|
5,202
|
5.57
|
2,681
|
3.86
|
||||||||||||
Total
|
$
|
93,413
|
100.00
|
%
|
$
|
69,473
|
100.00
|
%
|
Northwest
Oregon
|
Other
Oregon
|
Southwest
Washington
|
Total
|
|||||||||||||
March 31, 2017
|
||||||||||||||||
Land development
|
$
|
223
|
$
|
2,523
|
$
|
13,129
|
$
|
15,875
|
||||||||
Speculative construction
|
945
|
3
|
14,492
|
15,440
|
||||||||||||
Total land development and speculative construction
|
$
|
1,168
|
$
|
2,526
|
$
|
27,621
|
$
|
31,315
|
March 31, 2016
|
||||||||||||||||
Land development
|
$
|
97
|
$
|
2,766
|
$
|
9,182
|
$
|
12,045
|
||||||||
Speculative construction
|
400
|
-
|
7,711
|
8,111
|
||||||||||||
Total land development and speculative construction
|
$
|
497
|
$
|
2,766
|
$
|
16,893
|
$
|
20,156
|
Within 1
Year
|
1 – 3 Years
|
After 3 – 5
Years
|
After 5 – 10
Years
|
Beyond 10
Years
|
Total
|
|||||||||||||||||||
Commercial and construction:
|
||||||||||||||||||||||||
Commercial business
|
$
|
20,810
|
$
|
15,279
|
$
|
11,626
|
$
|
50,363
|
$
|
9,293
|
$
|
107,371
|
||||||||||||
Other real estate mortgage
|
54,622
|
35,047
|
16,981
|
301,614
|
98,397
|
506,661
|
||||||||||||||||||
Real estate construction
|
18,090
|
778
|
2,047
|
18,024
|
7,218
|
46,157
|
||||||||||||||||||
Total commercial and construction
|
93,522
|
51,104
|
30,654
|
370,001
|
114,908
|
660,189
|
||||||||||||||||||
Consumer:
|
||||||||||||||||||||||||
Real estate one-to-four family
|
415
|
1,970
|
1,676
|
5,586
|
83,218
|
92,865
|
||||||||||||||||||
Other installment
|
249
|
8,277
|
17,569
|
223
|
60
|
26,378
|
||||||||||||||||||
Total consumer
|
664
|
10,247
|
19,245
|
5,809
|
83,278
|
119,243
|
||||||||||||||||||
Total loans
|
$
|
94,186
|
$
|
61,351
|
$
|
49,899
|
$
|
375,810
|
$
|
198,186
|
$
|
779,432
|
Fixed
Rate
|
Adjustable
Rate
|
Total
|
||||||||||
Commercial and construction:
|
||||||||||||
Commercial business
|
$
|
34,254
|
$
|
52,307
|
$
|
86,561
|
||||||
Other real estate mortgage
|
127,468
|
324,571
|
452,039
|
|||||||||
Real estate construction
|
12,010
|
16,057
|
28,067
|
|||||||||
Total commercial and construction
|
173,732
|
392,935
|
566,667
|
|||||||||
Consumer:
|
||||||||||||
Real estate one-to-four family
|
66,306
|
26,144
|
92,450
|
|||||||||
Other installment
|
25,172
|
957
|
26,129
|
|||||||||
Total consumer
|
91,478
|
27,101
|
118,579
|
|||||||||
Total loans
|
$
|
265,210
|
$
|
420,036
|
$
|
685,246
|
March 31, 2017
|
March 31, 2016
|
|||||||||||||||
Number
of Loans
|
Balance
|
Number
of Loans
|
Balance
|
|||||||||||||
Commercial business
|
2
|
$
|
294
|
-
|
$
|
-
|
||||||||||
Commercial real estate
|
2
|
1,342
|
2
|
1,559
|
||||||||||||
Land
|
1
|
801
|
1
|
801
|
||||||||||||
Consumer
|
19
|
312
|
12
|
354
|
||||||||||||
Total
|
24
|
$
|
2,749
|
15
|
$
|
2,714
|
At March 31,
|
||||||||||||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||
Loans accounted for on a non-accrual basis:
|
||||||||||||||||||||
Commercial business
|
$
|
294
|
$
|
-
|
$
|
-
|
$
|
452
|
$
|
1,349
|
||||||||||
Other real estate mortgage
|
2,143
|
2,360
|
4,092
|
10,881
|
16,550
|
|||||||||||||||
Real estate construction
|
-
|
-
|
-
|
-
|
175
|
|||||||||||||||
Consumer
|
278
|
334
|
1,226
|
2,729
|
3,059
|
|||||||||||||||
Total
|
2,715
|
2,694
|
5,318
|
14,062
|
21,133
|
|||||||||||||||
Accruing loans which are contractually
past due 90 days or more
|
34
|
20
|
-
|
-
|
-
|
|||||||||||||||
Total nonperforming loans
|
2,749
|
2,714
|
5,318
|
14,062
|
21,133
|
|||||||||||||||
REO
|
298
|
595
|
1,603
|
7,703
|
15,638
|
|||||||||||||||
Total nonperforming assets
|
$
|
3,047
|
$
|
3,309
|
$
|
6,921
|
$
|
21,765
|
$
|
36,771
|
||||||||||
Foregone interest on non-accrual loans
|
$
|
81
|
$
|
112
|
$
|
433
|
$
|
949
|
$
|
1,420
|
Northwest
Oregon
|
Other
Oregon
|
Southwest
Washington
|
Other
Washington
|
Other
|
Total
|
|||||||||||||||||||
March 31, 2017
|
||||||||||||||||||||||||
Commercial business
|
$
|
-
|
$
|
-
|
$
|
294
|
$
|
-
|
$
|
-
|
$
|
294
|
||||||||||||
Commercial real estate
|
-
|
1,128
|
214
|
-
|
-
|
1,342
|
||||||||||||||||||
Land
|
-
|
801
|
-
|
-
|
-
|
801
|
||||||||||||||||||
Consumer
|
-
|
-
|
170
|
-
|
142
|
312
|
||||||||||||||||||
Total nonperforming loans
|
-
|
1,929
|
678
|
-
|
142
|
2,749
|
||||||||||||||||||
REO
|
-
|
-
|
-
|
298
|
-
|
298
|
||||||||||||||||||
Total nonperforming assets
|
$
|
-
|
$
|
1,929
|
$
|
678
|
$
|
298
|
$
|
142
|
$
|
3,047
|
March 31, 2016
|
||||||||||||||||||||||||
Commercial real estate
|
$
|
269
|
$
|
1,290
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,559
|
||||||||||||
Land
|
-
|
801
|
-
|
-
|
-
|
801
|
||||||||||||||||||
Consumer
|
112
|
-
|
139
|
-
|
103
|
354
|
||||||||||||||||||
Total nonperforming loans
|
381
|
2,091
|
139
|
-
|
103
|
2,714
|
||||||||||||||||||
REO
|
271
|
-
|
26
|
298
|
-
|
595
|
||||||||||||||||||
Total nonperforming assets
|
$
|
652
|
$
|
2,091
|
$
|
165
|
$
|
298
|
$
|
103
|
$
|
3,309
|
March 31, 2017
|
March 31, 2016
|
|||||||||||||||
Number
of Loans
|
Balance
|
Number
of Loans
|
Balance
|
|||||||||||||
Commercial business
|
6
|
$
|
2,901
|
5
|
$
|
363
|
||||||||||
Commercial real estate
|
3
|
4,380
|
4
|
1,225
|
||||||||||||
Multi-family
|
1
|
12
|
1
|
12
|
||||||||||||
Total
|
10
|
$
|
7,293
|
10
|
$
|
1,600
|
At or For the Year
|
||||||||
Ended March 31,
|
||||||||
2017
|
2016
|
|||||||
Classified loans
|
$
|
10,008
|
$
|
4,294
|
||||
General loss allowances
|
10,440
|
9,775
|
||||||
Specific loss allowances
|
88
|
110
|
||||||
Net recoveries
|
(643
|
)
|
(273
|
)
|
March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Loans receivable (GAAP)
|
$
|
779,432
|
$
|
624,819
|
$
|
579,772
|
||||||
Net loan discount on acquired loans
|
3,010
|
-
|
-
|
|||||||||
Adjusted loans (non-GAAP)
|
$
|
782,442
|
$
|
624,819
|
$
|
579,772
|
||||||
Allowance for loan losses (GAAP)
|
$
|
10,528
|
$
|
9,885
|
$
|
10,762
|
||||||
Net loan discount on acquired loans
|
3,010
|
-
|
-
|
|||||||||
Adjusted allowance for loan losses (non-GAAP)
|
$
|
13,538
|
$
|
9,885
|
$
|
10,762
|
||||||
|
||||||||||||
Allowance for loan losses/Total loans (GAAP)
|
1.35
|
%
|
1.58
|
%
|
1.86
|
%
|
||||||
Adjusted allowance for loan losses/Adjusted total loans (non-GAAP)
|
1.73
|
%
|
1.58
|
%
|
1.86
|
%
|
Year Ended March 31,
|
||||||||||||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||
Balance at beginning of year
|
$
|
9,885
|
$
|
10,762
|
$
|
12,551
|
$
|
15,643
|
$
|
19,921
|
||||||||||
Provision for (recapture of) loan losses
|
-
|
(1,150
|
)
|
(1,800
|
)
|
(3,700
|
)
|
900
|
||||||||||||
Recoveries:
|
||||||||||||||||||||
Commercial and construction
|
||||||||||||||||||||
Commercial business
|
492
|
30
|
34
|
526
|
118
|
|||||||||||||||
Other real estate mortgage
|
463
|
331
|
271
|
873
|
1,263
|
|||||||||||||||
Real estate construction
|
-
|
6
|
-
|
4
|
228
|
|||||||||||||||
Total commercial and construction
|
955
|
367
|
305
|
1,403
|
1,609
|
|||||||||||||||
Consumer
|
||||||||||||||||||||
Real estate one-to-four family
|
89
|
153
|
158
|
304
|
138
|
|||||||||||||||
Other installment
|
57
|
27
|
12
|
7
|
1
|
|||||||||||||||
Total consumer
|
146
|
180
|
170
|
311
|
139
|
|||||||||||||||
Total recoveries
|
1,101
|
547
|
475
|
1,714
|
1,748
|
|||||||||||||||
Charge-offs:
|
||||||||||||||||||||
Commercial and construction
|
||||||||||||||||||||
Commercial business
|
1
|
-
|
120
|
340
|
1,606
|
|||||||||||||||
Other real estate mortgage
|
117
|
-
|
233
|
406
|
3,869
|
|||||||||||||||
Real estate construction
|
-
|
-
|
-
|
11
|
141
|
|||||||||||||||
Total commercial and construction
|
118
|
-
|
353
|
757
|
5,616
|
|||||||||||||||
Consumer
|
||||||||||||||||||||
Real estate one-to-four family
|
-
|
8
|
53
|
346
|
1,238
|
|||||||||||||||
Other installment
|
340
|
266
|
58
|
3
|
72
|
|||||||||||||||
Total consumer
|
340
|
274
|
111
|
349
|
1,310
|
|||||||||||||||
Total charge-offs
|
458
|
274
|
464
|
1,106
|
6,926
|
|||||||||||||||
Net charge-offs (recoveries)
|
(643
|
)
|
(273
|
)
|
(11
|
)
|
(608
|
)
|
5,178
|
|||||||||||
Balance at end of year
|
$
|
10,528
|
$
|
9,885
|
$
|
10,762
|
$
|
12,551
|
$
|
15,643
|
||||||||||
Ratio of allowance to total loans
outstanding at end of year
|
1.35
|
%
|
1.58
|
%
|
1.86
|
%
|
2.35
|
%
|
2.92
|
%
|
||||||||||
Ratio of net charge-offs (recoveries) to average net
loans outstanding during year
|
(0.10
|
)
|
(0.05
|
)
|
0.00
|
(0.12
|
)
|
0.86
|
||||||||||||
Ratio of allowance to total nonperforming loans
|
382.98
|
364.22
|
202.37
|
89.25
|
74.02
|
At March 31,
|
||||||||||||||||||||||||||||||||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||||||||||||||||||||||
Amount
|
Loan
Category
as a
Percent
of Total
Loans
|
Amount
|
Loan
Category
as a
Percent of
Total
Loans
|
Amount
|
Loan
Category
as a
Percent of
Total
Loans
|
Amount
|
Loan
Category
as a
Percent
of Total
Loans
|
Amount
|
Loan
Category
as a
Percent
of Total
Loans
|
|||||||||||||||||||||||||||||||
Commercial and construction:
|
||||||||||||||||||||||||||||||||||||||||
Commercial business
|
$
|
1,418
|
13.78
|
%
|
$
|
1,048
|
11.11
|
%
|
$
|
1,263
|
13.31
|
%
|
$
|
2,409
|
13.43
|
%
|
$
|
2,128
|
13.42
|
%
|
||||||||||||||||||||
Other real estate mortgage
|
5,609
|
65.00
|
5,310
|
63.94
|
5,155
|
59.60
|
5,812
|
60.90
|
8,539
|
66.30
|
||||||||||||||||||||||||||||||
Real estate construction
|
714
|
5.92
|
416
|
4.28
|
769
|
5.26
|
387
|
3.65
|
221
|
1.81
|
||||||||||||||||||||||||||||||
Consumer:
|
||||||||||||||||||||||||||||||||||||||||
Real estate one-to-four family
|
1,525
|
11.91
|
1,652
|
14.21
|
1,881
|
15.49
|
2,190
|
17.43
|
2,868
|
18.12
|
||||||||||||||||||||||||||||||
Other installment
|
574
|
3.39
|
751
|
6.46
|
667
|
6.34
|
463
|
4.59
|
81
|
0.35
|
||||||||||||||||||||||||||||||
Unallocated
|
688
|
-
|
708
|
-
|
1,027
|
-
|
1,290
|
-
|
1,806
|
-
|
||||||||||||||||||||||||||||||
Total allowance for loan losses
|
$
|
10,528
|
100.00
|
%
|
$
|
9,885
|
100.00
|
%
|
$
|
10,762
|
100.00
|
%
|
$
|
12,551
|
100.00
|
%
|
$
|
15,643
|
100.00
|
%
|
At March 31,
|
||||||||||||||||||||||||
2017
|
2016
|
2015
|
||||||||||||||||||||||
Carrying
Value
|
Percent of
Portfolio
|
Carrying
Value
|
Percent of
Portfolio
|
Carrying
Value
|
Percent of
Portfolio
|
|||||||||||||||||||
Available for sale (at estimated fair value):
|
||||||||||||||||||||||||
Municipal securities
|
$
|
2,819
|
1.41
|
%
|
$
|
-
|
-
|
%
|
$
|
-
|
-
|
%
|
||||||||||||
Trust preferred securities
|
-
|
-
|
1,808
|
1.20
|
1,812
|
1.61
|
||||||||||||||||||
Agency securities
|
16,808
|
8.39
|
19,569
|
12.98
|
13,939
|
12.38
|
||||||||||||||||||
REMICs
|
43,160
|
21.55
|
43,924
|
29.14
|
22,709
|
20.18
|
||||||||||||||||||
MBS
|
96,611
|
48.24
|
76,353
|
50.64
|
68,514
|
60.87
|
||||||||||||||||||
Other MBS
|
40,816
|
20.38
|
9,036
|
5.99
|
5,489
|
4.88
|
||||||||||||||||||
200,214
|
99.97
|
150,690
|
99.95
|
112,463
|
99.92
|
|||||||||||||||||||
Held to maturity (at amortized cost):
|
||||||||||||||||||||||||
MBS
|
64
|
0.03
|
75
|
0.05
|
86
|
0.08
|
||||||||||||||||||
Total investment securities
|
$
|
200,278
|
100.00
|
%
|
$
|
150,765
|
100.00
|
%
|
$
|
112,549
|
100.00
|
%
|
One to Five Years
|
More Than Five to Ten Years
|
More Than
Ten Years
|
||||||||||||||||||||||
Amount
|
Weighted
Average
Yield
(1)
|
Amount
|
Weighted
Average
Yield
(1)
|
Amount
|
Weighted
Average
Yield
(1)
|
|||||||||||||||||||
Municipal securities
|
$
|
-
|
-
|
%
|
$
|
2,154
|
1.70
|
%
|
$
|
665
|
2.60
|
%
|
||||||||||||
Agency securities
|
13,956
|
1.20
|
2,852
|
1.75
|
-
|
-
|
||||||||||||||||||
REMICs
|
2,499
|
2.14
|
4,944
|
2.33
|
35,717
|
2.21
|
||||||||||||||||||
MBS
|
-
|
-
|
13,910
|
1.93
|
82,765
|
2.34
|
||||||||||||||||||
Other MBS
|
-
|
-
|
11,548
|
2.11
|
29,268
|
2.11
|
||||||||||||||||||
Total
|
$
|
16,455
|
1.34
|
%
|
$
|
35,408
|
2.01
|
%
|
$
|
148,415
|
2.26
|
%
|
Year Ended March 31,
|
||||||||||||||||||||||||
2017
|
2016
|
2015
|
||||||||||||||||||||||
Average
Balance
|
Average
Rate
|
Average
Balance
|
Average
Rate
|
Average
Balance
|
Average
Rate
|
|||||||||||||||||||
Non-interest-bearing demand
|
$
|
202,376
|
0.00
|
%
|
$
|
170,612
|
0.00
|
%
|
$
|
140,949
|
0.00
|
%
|
||||||||||||
Interest checking
|
151,801
|
0.06
|
127,161
|
0.08
|
104,719
|
0.08
|
||||||||||||||||||
Regular savings accounts
|
106,324
|
0.10
|
84,485
|
0.10
|
71,202
|
0.10
|
||||||||||||||||||
Money market accounts
|
252,040
|
0.12
|
231,873
|
0.12
|
229,840
|
0.12
|
||||||||||||||||||
Certificates of deposit
|
118,769
|
0.53
|
129,427
|
0.55
|
148,573
|
0.61
|
||||||||||||||||||
Total
|
$
|
831,310
|
0.14
|
%
|
$
|
743,558
|
0.16
|
%
|
$
|
695,283
|
0.19
|
%
|
Maturity Period
|
Amount
|
Weighted
Average Rate
|
||||||
Three months or less
|
$
|
15,110
|
0.48
|
%
|
||||
Over three through six months
|
14,269
|
0.66
|
||||||
Over six through 12 months
|
25,743
|
0.62
|
||||||
Over 12 months
|
26,164
|
1.06
|
||||||
Total
|
$
|
81,286
|
0.74
|
%
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Maximum amounts of FHLB advances outstanding at any month end
|
$
|
-
|
$
|
-
|
$
|
2,100
|
||||||
Average FHLB advances outstanding
|
239
|
5
|
285
|
|||||||||
Weighted average rate on FHLB advances
|
0.80
|
%
|
0.31
|
%
|
0.33
|
%
|
||||||
Maximum amounts of FRB borrowings outstanding at any month end
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Average FRB borrowings outstanding
|
-
|
5
|
3
|
|||||||||
Weighted average rate on FRB borrowings
|
-
|
0.88
|
%
|
0.75
|
%
|
Name
|
Age
(1
)
|
Position
|
Patrick Sheaffer
|
77
|
Chairman of the Board and Chief Executive Officer
|
Ronald A. Wysaske
|
64
|
President and Chief Operating Officer
|
Kevin J. Lycklama
|
39
|
Executive Vice President and Chief Financial Officer
|
Daniel D. Cox
|
39
|
Executive Vice President and Chief Credit Officer
|
Richard S. Michalek
|
72
|
Executive Vice President and Chief Lending Officer
|
Christopher P. Cline
|
56
|
President and Chief Executive Officer of Riverview Trust Company
|
Kim J. Capeloto
|
55
|
Executive Vice President and Chief Retail Banking Officer
|
•
|
Total reported loans for construction, land development and other land represent 100% or more of the bank's capital; or
|
•
|
Total commercial real estate loans (as defined in the guidance) represent 300% or more of the bank's total capital or the outstanding balance of the bank's commercial real estate loan portfolio has increased 50% or more during the prior 36 months.
|
•
|
before any savings and loan holding company or bank holding company could acquire 5% or more of the common stock of the Company; and
|
•
|
before any other company could acquire 25% or more of the common stock of the Company and may be required for an acquisition of as little as 10% of such stock.
|
·
|
loan delinquencies, problem assets and foreclosures may increase;
|
·
|
we may increase our allowance for loan losses;
|
·
|
the slowing of sales of foreclosed assets;
|
·
|
demand for our products and services may decline possibly resulting in a decrease in our total loans or assets;
|
·
|
collateral for loans made may decline further in value, exposing us to increased risk loans, reducing customers' borrowing power, and reducing the value of assets and collateral associated with existing loans;
|
·
|
the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; and
|
·
|
the amount of our low-cost or non-interest bearing deposits may decrease.
|
·
|
the cash flow of the borrower and/or the project being financed;
|
·
|
in the case of a collateralized loan, the changes and uncertainties as to the future value of the collateral;
|
·
|
the duration of the loan;
|
·
|
the credit history of a particular borrower; and
|
·
|
changes in economic and industry conditions.
|
·
|
our general reserve, based on our historical default and loss experience and certain macroeconomic factors based on management's expectations of future events;
|
·
|
our specific reserve, based on our evaluation of nonperforming loans and their underlying collateral; and
|
·
|
an unallocated reserve to provide for other credit losses inherent in our portfolio that may not have been contemplated in the other loss factors.
|
·
|
We may be exposed to potential asset quality issues or unknown or contingent liabilities of the banks, businesses, assets, and liabilities we acquire. If these issues or liabilities exceed our estimates, our results of operations and financial condition may be materially negatively affected;
|
·
|
Higher than expected deposit attrition;
|
·
|
Our strategic efforts may divert resources or management's attention from ongoing business operations and may subject us to additional regulatory scrutiny;
|
·
|
Prices at which acquisitions can be made may not be acceptable to us;
|
·
|
The acquisition of other entities generally requires integration of systems, procedures and personnel of the acquired entity into our company to make the transaction economically successful. This integration process is complicated and time consuming and can also be disruptive to the customers of the acquired business. If the integration process is not conducted successfully and with minimal adverse effect on the acquired business and its customers, we may not realize the anticipated economic benefits of particular acquisitions within the expected time frame, and we may lose customers or employees of the acquired business. We may also experience greater than anticipated customer losses even if the integration process is successful;
|
·
|
To the extent our costs of an acquisition exceed the fair value of the net assets acquired, the acquisition will generate goodwill. As discussed below, we are required to assess our goodwill for impairment at least annually, and any goodwill impairment charge could have a material adverse effect on our results of operations and financial condition;
|
·
|
To finance an acquisition, we may borrow funds, thereby increasing our leverage and diminishing our liquidity, or raise additional capital, which could dilute the interests of our existing shareholders; and
|
·
|
We expect our net income will increase following our acquisitions, however, we also expect our general and administrative expenses and consequently our efficiency rates will also increase. Ultimately, we would expect our efficiency ratio to improve; however, if we are not successful in our integration process, this may not occur, and our acquisitions or branching activities may not be accretive to earnings in the short or long-term.
|
Fiscal Year Ended March 31, 2017
|
High
|
Low
|
Cash
Dividends
Declared
|
|||||||||
Quarter ended March 31, 2017
|
$
|
7.90
|
$
|
6.87
|
$
|
0.0200
|
||||||
Quarter ended December 31, 2016
|
7.61
|
5.23
|
0.0200
|
|||||||||
Quarter ended September 30, 2016
|
5.41
|
4.69
|
0.0200
|
|||||||||
Quarter ended June 30, 2016
|
4.89
|
4.30
|
0.0200
|
Fiscal Year Ended March 31, 2016
|
High
|
Low
|
Cash
Dividends
Declared
|
|||||||||
Quarter ended March 31, 2016
|
$
|
4.76
|
$
|
4.20
|
$
|
0.02000
|
||||||
Quarter ended December 31, 2015
|
5.11
|
4.35
|
0.01750
|
|||||||||
Quarter ended September 30, 2015
|
4.75
|
4.15
|
0.01500
|
|||||||||
Quarter ended June 30, 2015
|
4.52
|
4.08
|
0.01250
|
3/31/12*
|
3/31/13
|
3/31/14
|
3/31/15
|
3/31/16
|
3/31/17
|
|
Riverview Bancorp, Inc.
|
100.00
|
116.81
|
151.57
|
199.12
|
188.10
|
325.05
|
S & P 500
|
100.00
|
113.96
|
138.87
|
156.55
|
159.34
|
186.71
|
NASDAQ Bank
|
100.00
|
113.96
|
149.97
|
151.78
|
152.87
|
217.87
|
At March 31,
|
||||||||||||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||
(In thousands)
|
||||||||||||||||||||
FINANCIAL CONDITION DATA:
|
||||||||||||||||||||
Total assets
|
$
|
1,133,939
|
$
|
921,229
|
$
|
858,750
|
$
|
824,521
|
$
|
777,003
|
||||||||||
Loans receivable, net
|
768,904
|
614,934
|
569,010
|
520,937
|
520,369
|
|||||||||||||||
Loans held for sale
|
478
|
503
|
778
|
1,024
|
831
|
|||||||||||||||
Investment securities available for sale
|
200,214
|
150,690
|
112,463
|
101,969
|
6,647
|
|||||||||||||||
Investment securities held to maturity
|
64
|
75
|
86
|
101
|
125
|
|||||||||||||||
Cash and cash equivalents
|
64,613
|
55,400
|
58,659
|
68,577
|
115,415
|
|||||||||||||||
Deposits
|
980,058
|
779,803
|
720,850
|
690,066
|
663,806
|
|||||||||||||||
Shareholders' equity
|
111,264
|
108,273
|
103,801
|
97,978
|
78,442
|
|||||||||||||||
Years Ended March 31,
|
||||||||||||||||||||
2017
|
2016 | 2015 | 2014 | 2013 | ||||||||||||||||
(Dollars in thousands, except per share data)
|
||||||||||||||||||||
OPERATING DATA:
|
||||||||||||||||||||
Interest and dividend income
|
$
|
35,627
|
$
|
30,948
|
$
|
28,626
|
$
|
26,804
|
$
|
32,932
|
||||||||||
Interest expense
|
1,869
|
1,742
|
1,916
|
2,568
|
3,485
|
|||||||||||||||
Net interest income
|
33,758
|
29,206
|
26,710
|
24,236
|
29,447
|
|||||||||||||||
Provision for (recapture of) loan losses
|
-
|
(1,150
|
)
|
(1,800
|
)
|
(3,700
|
)
|
900
|
||||||||||||
Net interest income after provision for (recapture of) loan
losses
|
33,758
|
30,356
|
28,510
|
27,936
|
28,547
|
|||||||||||||||
Gains from sales of loans, securities and real estate owned
|
493
|
338
|
674
|
422
|
1,002
|
|||||||||||||||
Other non-interest income
|
9,521
|
9,037
|
8,201
|
7,945
|
7,871
|
|||||||||||||||
Non-interest expense
|
32,981
|
29,947
|
30,744
|
31,961
|
34,758
|
|||||||||||||||
Income before income taxes
|
10,791
|
9,784
|
6,641
|
4,342
|
2,662
|
|||||||||||||||
Provision (benefit) for income taxes
|
3,387
|
3,426
|
2,150
|
(15,081
|
)
|
29
|
||||||||||||||
Net income
|
$
|
7,404
|
$
|
6,358
|
$
|
4,491
|
$
|
19,423
|
$
|
2,633
|
Basic
|
$
|
0.33
|
$
|
0.28
|
$
|
0.20
|
$
|
0.87
|
$
|
0.12
|
||||||||||
Diluted
|
0.33
|
0.28
|
0.20
|
0.87
|
0.12
|
|||||||||||||||
Dividends per share
|
0.08000
|
0.06500
|
0.01125
|
-
|
-
|
At or For the Years Ended March 31,
|
||||||||||||||||
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||
KEY FINANCIAL RATIOS:
|
||||||||||||||||
Performance Ratios:
|
||||||||||||||||
Return on average assets
|
0.76
|
%
|
0.72
|
%
|
0.54
|
%
|
2.46
|
%
|
0.33
|
%
|
||||||
Return on average equity
|
6.66
|
5.93
|
4.42
|
23.73
|
3.41
|
|||||||||||
Dividend payout ratio
(1)
|
24.24
|
23.21
|
5.63
|
-
|
-
|
|||||||||||
Interest rate spread
|
3.72
|
3.60
|
3.52
|
3.29
|
3.95
|
|||||||||||
Net interest margin
|
3.79
|
3.67
|
3.59
|
3.37
|
4.06
|
|||||||||||
Non-interest expense to average assets
|
3.38
|
3.39
|
3.70
|
4.05
|
4.30
|
|||||||||||
Efficiency ratio
(2)
|
75.35
|
77.62
|
86.40
|
98.03
|
90.70
|
|||||||||||
Average equity to average assets
|
11.39
|
12.14
|
12.23
|
10.37
|
9.55
|
|||||||||||
Asset Quality Ratios:
|
||||||||||||||||
Allowance for loan losses to
total net loans at end of period
|
1.35
|
1.58
|
1.86
|
2.35
|
2.92
|
|||||||||||
Allowance for loan losses to
nonperforming loans
|
382.98
|
364.22
|
202.37
|
89.25
|
74.02
|
|||||||||||
Net charge-offs (recoveries) to average outstanding
loans during the period
|
(0.10
|
)
|
(0.05
|
)
|
-
|
(0.12
|
)
|
0.86
|
||||||||
Ratio of nonperforming assets
to total assets
|
0.27
|
0.36
|
0.81
|
2.64
|
4.73
|
|||||||||||
Ratio of nonperforming loans
to total loans
|
0.35
|
0.43
|
0.92
|
2.64
|
3.94
|
|||||||||||
Capital Ratios:
|
||||||||||||||||
Total capital to risk-weighted assets
|
14.06
|
16.07
|
15.89
|
16.66
|
15.29
|
|||||||||||
Tier 1 capital to risk-weighted assets
|
12.81
|
14.81
|
14.63
|
15.40
|
14.02
|
|||||||||||
Common equity tier 1 capital to risk-weighted assets
|
12.81
|
14.81
|
14.63
|
N/A
|
N/A
|
|||||||||||
Leverage ratio
|
10.21
|
11.18
|
10.89
|
10.71
|
9.99
|
(1)
|
Dividends per share divided by earnings per share
|
(2)
|
Non-interest expense divided by the sum of net interest income and non-interest income
|
Within
1 Year
|
Over
1 - 3 Years
|
Over
3 - 5 Years
|
After
5 Years
|
Total
Balance
|
||||||||||||||||
Certificates of deposit
|
$
|
99,893
|
$
|
40,502
|
$
|
5,949
|
$
|
3,456
|
$
|
149,800
|
||||||||||
Operating leases
|
1,660
|
2,993
|
1,564
|
2,612
|
8,829
|
|||||||||||||||
Capital leases
|
23
|
62
|
86
|
2,283
|
2,454
|
|||||||||||||||
Junior subordinates debentures
|
-
|
-
|
-
|
27,836
|
27,836
|
|||||||||||||||
Total other contractual obligations
|
$
|
101,576
|
$
|
43,557
|
$
|
7,599
|
$
|
36,187
|
$
|
188,919
|
TABLE OF CONTENTS
|
|
Page
|
|
Report of Independent Registered Public Accounting Firm – Delap LLP
|
66
|
Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP
|
67
|
Consolidated Balance Sheets as of March 31, 2017 and 2016
|
68
|
Consolidated Statements of Income for the Years Ended March 31, 2017, 2016 and 2015
|
69
|
Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2017, 2016 and 2015
|
70
|
Consolidated Statements of Equity for the Years Ended March 31, 2017, 2016 and 2015
|
71
|
Consolidated Statements of Cash Flows for the Years Ended March 31, 2017, 2016 and 2015
|
72
|
Notes to Consolidated Financial Statements
|
73
|
(In thousands, except share and per share data)
|
2017
|
2016
|
2015
|
|||||||||
INTEREST AND DIVIDEND INCOME:
|
||||||||||||
Interest and fees on loans receivable
|
$
|
31,609
|
$
|
27,795
|
$
|
25,896
|
||||||
Interest on investment securities – taxable
|
3,550
|
2,709
|
2,274
|
|||||||||
Interest on investment securities – nontaxable
|
25
|
-
|
-
|
|||||||||
Other interest and dividends
|
443
|
444
|
456
|
|||||||||
Total interest and dividend income
|
35,627
|
30,948
|
28,626
|
|||||||||
INTEREST EXPENSE:
|
||||||||||||
Interest on deposits
|
1,151
|
1,173
|
1,326
|
|||||||||
Interest on borrowings
|
718
|
569
|
590
|
|||||||||
Total interest expense
|
1,869
|
1,742
|
1,916
|
|||||||||
Net interest income
|
33,758
|
29,206
|
26,710
|
|||||||||
Recapture of loan losses
|
-
|
(1,150
|
)
|
(1,800
|
)
|
|||||||
Net interest income after recapture of loan losses
|
33,758
|
30,356
|
28,510
|
|||||||||
NON-INTEREST INCOME:
|
||||||||||||
Fees and service charges
|
5,177
|
4,846
|
4,317
|
|||||||||
Asset management fees
|
2,988
|
3,212
|
2,975
|
|||||||||
Net gains on sales of loans held for sale
|
656
|
525
|
596
|
|||||||||
BOLI
|
760
|
770
|
716
|
|||||||||
Other, net
|
433
|
22
|
271
|
|||||||||
Total non-interest income, net
|
10,014
|
9,375
|
8,875
|
|||||||||
NON-INTEREST EXPENSE:
|
||||||||||||
Salaries and employee benefits
|
19,356
|
17,694
|
17,805
|
|||||||||
Occupancy and depreciation
|
4,819
|
4,727
|
4,778
|
|||||||||
Data processing
|
2,111
|
1,775
|
1,807
|
|||||||||
Amortization of CDI
|
27
|
2
|
24
|
|||||||||
Advertising and marketing
|
754
|
669
|
628
|
|||||||||
FDIC insurance premium
|
356
|
500
|
627
|
|||||||||
State and local taxes
|
609
|
510
|
559
|
|||||||||
Telecommunications
|
317
|
292
|
295
|
|||||||||
Professional fees
|
1,628
|
904
|
1,089
|
|||||||||
Litigation settlement
|
500
|
100
|
-
|
|||||||||
Real estate owned
|
54
|
567
|
994
|
|||||||||
Other
|
2,450
|
2,207
|
2,138
|
|||||||||
Total non-interest expense
|
32,981
|
29,947
|
30,744
|
|||||||||
INCOME BEFORE INCOME TAXES
|
10,791
|
9,784
|
6,641
|
|||||||||
PROVISION FOR INCOME TAXES
|
3,387
|
3,426
|
2,150
|
|||||||||
NET INCOME
|
$
|
7,404
|
$
|
6,358
|
$
|
4,491
|
||||||
Earnings per common share:
|
||||||||||||
Basic
|
$
|
0.33
|
$
|
0.28
|
$
|
0.20
|
||||||
Diluted
|
0.33
|
0.28
|
0.20
|
|||||||||
Weighted average number of shares outstanding:
|
||||||||||||
Basic
|
22,478,306
|
22,450,252
|
22,392,744
|
|||||||||
Diluted
|
22,548,340
|
22,494,151
|
22,431,839
|
(In thousands)
|
2017
|
2016
|
2015
|
|||||||||
Net income
|
$
|
7,404
|
$
|
6,358
|
$
|
4,491
|
||||||
Other comprehensive income (loss):
|
||||||||||||
Net unrealized holding gain (loss) from available for sale investment securities arising
|
||||||||||||
during the period, net of tax of $1,581, ($203) and ($778), respectively
|
(2,872
|
)
|
321
|
1,513
|
||||||||
Reclassification adjustment for other than temporary impairment ("OTTI") of available for
|
||||||||||||
sale investment security included in income, net of tax of ($85), $0 and $0, respectively
|
155
|
-
|
-
|
|||||||||
Reclassification adjustment of net gain from sale of available for sale investment
|
||||||||||||
securities included in income, net of tax of $29, $0 and $54, respectively
|
(53
|
)
|
-
|
(104
|
)
|
|||||||
Total other comprehensive income (loss), net
|
(2,770
|
)
|
321
|
1,409
|
||||||||
Noncontrolling interest
|
-
|
47
|
65
|
|||||||||
Total comprehensive income
|
$
|
4,634
|
$
|
6,726
|
$
|
5,965
|
||||||
Common Stock
|
Additional Paid-In |
Retained
|
Unearned
Shares
Issued to
|
Accumulated
Other
Comprehensive
|
Noncontrolling | |||||||||||||||||||||||||||
(In thousands, except share data)
|
Shares
|
Amount
|
Capital
|
Earnings
|
ESOP
|
Income (Loss)
|
Interest
|
Total
|
||||||||||||||||||||||||
Balance April 1, 2014
|
22,471,890
|
$
|
225
|
$
|
65,195
|
$
|
33,592
|
$
|
(387
|
)
|
$
|
(647
|
)
|
$
|
471
|
$
|
98,449
|
|||||||||||||||
Net income
|
-
|
-
|
-
|
4,491
|
-
|
-
|
-
|
4,491
|
||||||||||||||||||||||||
Cash dividend on common stock ($0.01125 per share)
|
-
|
-
|
-
|
(253
|
)
|
-
|
-
|
-
|
(253
|
)
|
||||||||||||||||||||||
Exercise of stock options
|
18,000
|
-
|
48
|
-
|
-
|
-
|
-
|
48
|
||||||||||||||||||||||||
Stock-based compensation expense
|
-
|
-
|
26
|
-
|
-
|
-
|
-
|
26
|
||||||||||||||||||||||||
Earned ESOP shares
|
-
|
-
|
(1
|
)
|
-
|
103
|
-
|
-
|
102
|
|||||||||||||||||||||||
Other comprehensive income, net
|
-
|
-
|
-
|
-
|
-
|
1,409
|
-
|
1,409
|
||||||||||||||||||||||||
Noncontrolling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
65
|
65
|
||||||||||||||||||||||||
Balance March 31, 2015
|
22,489,890
|
225
|
65,268
|
37,830
|
(284
|
)
|
762
|
536
|
104,337
|
|||||||||||||||||||||||
Net income
|
-
|
-
|
-
|
6,358
|
-
|
-
|
-
|
6,358
|
||||||||||||||||||||||||
Purchase of subsidiary shares
from noncontrolling interest
|
-
|
-
|
(919
|
)
|
-
|
-
|
-
|
(583
|
)
|
(1,502
|
)
|
|||||||||||||||||||||
Cash dividend on common stock ($0.065 per share)
|
-
|
-
|
-
|
(1,460
|
)
|
-
|
-
|
-
|
(1,460
|
)
|
||||||||||||||||||||||
Exercise of stock options
|
18,000
|
-
|
62
|
-
|
-
|
-
|
-
|
62
|
||||||||||||||||||||||||
Earned ESOP shares
|
-
|
-
|
7
|
-
|
103
|
-
|
-
|
110
|
||||||||||||||||||||||||
Other comprehensive income, net
|
-
|
-
|
-
|
-
|
-
|
321
|
-
|
321
|
||||||||||||||||||||||||
Noncontrolling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
47
|
47
|
||||||||||||||||||||||||
Balance March 31, 2016
|
22,507,890
|
225
|
64,418
|
42,728
|
(181
|
)
|
1,083
|
-
|
108,273
|
|||||||||||||||||||||||
Net income
|
-
|
-
|
-
|
7,404
|
-
|
-
|
-
|
7,404
|
||||||||||||||||||||||||
Cash dividend on common stock ($0.08 per share)
|
-
|
-
|
-
|
(1,797
|
)
|
-
|
-
|
-
|
(1,797
|
)
|
||||||||||||||||||||||
Exercise of stock options
|
3,000
|
-
|
11
|
-
|
-
|
-
|
-
|
11
|
||||||||||||||||||||||||
Earned ESOP shares
|
-
|
-
|
39
|
-
|
104
|
-
|
-
|
143
|
||||||||||||||||||||||||
Other comprehensive loss, net
|
-
|
-
|
-
|
-
|
-
|
(2,770
|
)
|
-
|
(2,770
|
)
|
||||||||||||||||||||||
Balance March 31, 2017
|
22,510,890
|
$
|
225
|
$
|
64,468
|
$
|
48,335
|
$
|
(77
|
)
|
$
|
(1,687
|
)
|
$
|
-
|
$
|
111,264
|
|||||||||||||||
(
In thousands)
|
2017
|
2016
|
2015
|
|||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net income
|
$
|
7,404
|
$
|
6,358
|
$
|
4,491
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
3,436
|
3,294
|
3,283
|
|||||||||
Recapture of loan losses
|
-
|
(1,150
|
)
|
(1,800
|
)
|
|||||||
Provision for deferred income taxes
|
3,103
|
3,175
|
2,140
|
|||||||||
Expense related to ESOP
|
143
|
110
|
102
|
|||||||||
Increase in deferred loan origination fees, net of amortization
|
543
|
585
|
190
|
|||||||||
Origination of loans held for sale
|
(21,032
|
)
|
(15,768
|
)
|
(17,991
|
)
|
||||||
Proceeds from sales of loans held for sale
|
21,477
|
16,398
|
18,673
|
|||||||||
Stock-based compensation expense
|
-
|
-
|
26
|
|||||||||
Writedown of real estate owned
|
30
|
369
|
715
|
|||||||||
Loss on impairment of investment security
|
240
|
-
|
-
|
|||||||||
Net gains on loans held for sale, sales and transfer of real estate owned, sales of
investment securities and sales of premises and equipment
|
(731
|
)
|
(321
|
)
|
(663
|
)
|
||||||
Income from BOLI
|
(760
|
)
|
(770
|
)
|
(716
|
)
|
||||||
BOLI death benefit in excess of cash surrender value
|
(423
|
)
|
-
|
-
|
||||||||
Changes in certain other assets and liabilities:
|
||||||||||||
Prepaid expenses and other assets
|
(369
|
)
|
(239
|
)
|
(161
|
)
|
||||||
Accrued interest receivable
|
(291
|
)
|
(245
|
)
|
(303
|
)
|
||||||
Accrued expenses and other liabilities
|
5,538
|
(718
|
)
|
(2,424
|
)
|
|||||||
Net cash provided by operating activities
|
18,308
|
11,078
|
5,562
|
|||||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Loan originations, net
|
(37,352
|
)
|
(30,686
|
)
|
(24,270
|
)
|
||||||
Purchases of loans receivable
|
(5,746
|
)
|
(15,618
|
)
|
(22,864
|
)
|
||||||
Principal repayments on investment securities available for sale
|
29,782
|
21,860
|
18,553
|
|||||||||
Purchase of investment securities available for sale
|
(92,418
|
)
|
(60,679
|
)
|
(52,199
|
)
|
||||||
Proceeds from calls, maturities, and sales of investment securities available for sale
|
7,261
|
-
|
24,205
|
|||||||||
Principal repayments on investment securities held to maturity
|
11
|
11
|
15
|
|||||||||
Purchase of premises and equipment and capitalized software
|
(598
|
)
|
(366
|
)
|
(464
|
)
|
||||||
Redemption of certificates of deposit held for investment, net
|
5,727
|
9,200
|
10,956
|
|||||||||
(Purchase) redemption of Federal Home Loan Bank stock, net
|
(121
|
)
|
4,864
|
820
|
||||||||
Cash acquired, net of cash consideration paid in business combination
|
15,116
|
-
|
-
|
|||||||||
Purchase of BOLI
|
-
|
-
|
(6,500
|
)
|
||||||||
Proceeds from death benefit on BOLI
|
1,236
|
-
|
-
|
|||||||||
Proceeds from sales of real estate owned and premises and equipment
|
262
|
753
|
5,493
|
|||||||||
Net cash used in investing activities
|
(76,840
|
)
|
(70,661
|
)
|
(46,255
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Net increase in deposits
|
69,470
|
58,953
|
30,784
|
|||||||||
Purchase of subsidiary shares from noncontrolling interest
|
-
|
(1,502
|
)
|
-
|
||||||||
Dividends paid
|
(1,799
|
)
|
(1,261
|
)
|
-
|
|||||||
Proceeds from borrowings
|
23,200
|
4,100
|
25,450
|
|||||||||
Repayment of borrowings
|
(23,200
|
)
|
(4,100
|
)
|
(25,450
|
)
|
||||||
Principal payments under capital lease obligation
|
(21
|
)
|
(42
|
)
|
(85
|
)
|
||||||
Net increase in advance payments by borrowers
|
84
|
114
|
28
|
|||||||||
Proceeds from exercise of stock options
|
11
|
62
|
48
|
|||||||||
Net cash provided by financing activities
|
67,745
|
56,324
|
30,775
|
|||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
9,213
|
(3,259
|
)
|
(9,918
|
)
|
|||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
55,400
|
58,659
|
68,577
|
|||||||||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$
|
64,613
|
$
|
55,400
|
$
|
58,659
|
||||||
SUPPLEMENTAL DISCLOSURES:
|
||||||||||||
Cash paid during the year for:
|
||||||||||||
Interest
|
$
|
1,655
|
$
|
1,570
|
$
|
5,457
|
||||||
Income taxes
|
285
|
239
|
15
|
|||||||||
NONCASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||||||
Dividends declared and accrued in other liabilities
|
$
|
450
|
$
|
452
|
$
|
253
|
||||||
Transfer of loans to real estate owned
|
-
|
298
|
1,512
|
|||||||||
Transfer of real estate owned to loans
|
-
|
-
|
1,333
|
|||||||||
Adjustment to capital lease obligations and premises and equipment due to lease
modification
|
-
|
241
|
-
|
|||||||||
Other comprehensive income (loss)
|
(4,295
|
)
|
524
|
2,133
|
||||||||
Income tax effect related to other comprehensive income (loss)
|
1,525
|
(203
|
)
|
(724
|
)
|
|||||||
Business combinations (See Note 3)
|
||||||||||||
Fair value of assets acquired
|
(145,386
|
)
|
-
|
-
|
||||||||
Fair value of liabilities assumed
|
134,810
|
-
|
-
|
|||||||||
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
RESTRICTED ASSETS
|
3.
|
BUSINESS COMBINATIONS
|
At February 17, 2017
|
||||||||||||
Book
Value
|
Fair Value
Adjustment
|
Estimated
Fair Value
|
||||||||||
Cash consideration transferred
|
$
|
12,080
|
||||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed
|
||||||||||||
Identifiable assets acquired
|
||||||||||||
Cash and cash equivalents
|
$
|
27,196
|
$
|
-
|
$
|
27,196
|
||||||
Loans receivable
|
115,283
|
(3,258
|
)
|
112,025
|
||||||||
CDI
|
-
|
1,363
|
1,363
|
|||||||||
Premises and equipment
|
1,769
|
399
|
2,168
|
|||||||||
BOLI
|
2,113
|
-
|
2,113
|
|||||||||
Accrued interest receivable and other assets
|
431
|
90
|
521
|
|||||||||
Total identifiable assets acquired
|
146,792
|
(1,406
|
)
|
145,386
|
||||||||
Liabilities assumed
|
||||||||||||
Deposits
|
130,572
|
235
|
130,807
|
|||||||||
Junior subordinated debentures
|
5,155
|
(1,468
|
)
|
3,687
|
||||||||
Accrued expenses and other liabilities
|
293
|
23
|
316
|
|||||||||
Total liabilities assumed
|
136,020
|
(1,210
|
)
|
134,810
|
||||||||
Total identifiable net assets
|
$
|
10,772
|
$
|
(196
|
)
|
10,576
|
||||||
Goodwill recognized
|
$
|
1,504
|
For the Year Ended March 31,
|
||||||||
Unaudited Pro Forma
|
2017
|
2016
|
||||||
Total revenues (net interest income plus non-interest income)
|
$
|
49,290
|
$
|
45,261
|
||||
Net income
|
9,277
|
8,260
|
For the Year Ended
March 31, 2017
|
||||
Salaries and employee benefit
|
$
|
26
|
||
Occupancy and depreciation
|
6
|
|||
Data processing
|
63
|
|||
Professional fees
|
653
|
|||
Total impact of acquisition related costs to noninterest expense
|
$
|
748
|
4.
|
INVESTMENT SECURITIES
|
Amortized
Cost
|
Gross
Unrealized Gains
|
Gross
Unrealized Losses
|
Estimated Fair
Value
|
|||||||||||||
March 31, 2017
|
||||||||||||||||
Available for sale:
|
||||||||||||||||
Municipal securities
|
$
|
2,936
|
$
|
-
|
$
|
(117
|
)
|
$
|
2,819
|
|||||||
Agency securities
|
16,993
|
18
|
(203
|
)
|
16,808
|
|||||||||||
Real estate mortgage investment conduits
(1)
|
43,510
|
49
|
(399
|
)
|
43,160
|
|||||||||||
Mortgage-backed securities
(1)
|
97,742
|
111
|
(1,242
|
)
|
96,611
|
|||||||||||
Other mortgage-backed securities
(2)
|
41,649
|
15
|
(848
|
)
|
40,816
|
|||||||||||
Total available for sale
|
$
|
202,830
|
$
|
193
|
$
|
(2,809
|
)
|
$
|
200,214
|
|||||||
Held to maturity:
|
||||||||||||||||
Mortgage-backed securities
(3)
|
$
|
64
|
$
|
2
|
$
|
-
|
$
|
66
|
||||||||
March 31, 2016
|
||||||||||||||||
Available for sale:
|
||||||||||||||||
Trust preferred
|
$
|
1,919
|
$
|
-
|
$
|
(111
|
)
|
$
|
1,808
|
|||||||
Agency securities
|
19,520
|
63
|
(14
|
)
|
19,569
|
|||||||||||
Real estate mortgage investment conduits
(1)
|
43,293
|
632
|
(1
|
)
|
43,924
|
|||||||||||
Mortgage-backed securities
(1)
|
75,404
|
980
|
(31
|
)
|
76,353
|
|||||||||||
Other mortgage-backed securities
(2)
|
8,875
|
185
|
(24
|
)
|
9,036
|
|||||||||||
Total available for sale
|
$
|
149,011
|
$
|
1,860
|
$
|
(181
|
)
|
$
|
150,690
|
|||||||
Held to maturity:
|
||||||||||||||||
Mortgage-backed securities
(3)
|
$
|
75
|
$
|
1
|
$
|
-
|
$
|
76
|
||||||||
(1)
Comprised of 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.
|
Available for Sale
|
Held to Maturity
|
|||||||||||||||
Amortized
Cost
|
Estimated
Fair Value
|
Amortized
Cost
|
Estimated
Fair Value
|
|||||||||||||
Due after one year through five years
|
$
|
16,487
|
$
|
16,455
|
$
|
-
|
$
|
-
|
||||||||
Due after five years through ten years
|
35,852
|
35,350
|
58
|
59
|
||||||||||||
Due after ten years
|
150,491
|
148,409
|
6
|
7
|
||||||||||||
Total
|
$
|
202,830
|
$
|
200,214
|
$
|
64
|
$
|
66
|
5.
|
LOANS RECEIVABLE
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Beginning balance
|
$
|
841
|
$
|
1,233
|
$
|
854
|
||||||
Originations
|
228
|
53
|
511
|
|||||||||
Principal repayments
|
(210
|
)
|
(445
|
)
|
(132
|
)
|
||||||
Ending balance
|
$
|
859
|
$
|
841
|
$
|
1,233
|
6.
|
ALLOWANCE FOR LOAN LOSSES
|
March 31, 2017
|
Commercial
Business
|
Commercial
Real Estate
|
Land
|
Multi-
Family
|
Real Estate Construction
|
Consumer
|
Unallocated
|
Total
|
||||||||||||||||||||||||
Beginning balance
|
$
|
1,048
|
$
|
4,273
|
$
|
325
|
$
|
712
|
$
|
416
|
$
|
2,403
|
$
|
708
|
$
|
9,885
|
||||||||||||||||
Provision for (recapture of)
loan losses
|
(121
|
)
|
926
|
(558
|
)
|
(415
|
)
|
298
|
(110
|
)
|
(20
|
)
|
-
|
|||||||||||||||||||
Charge-offs
|
(1
|
)
|
(117
|
)
|
-
|
-
|
-
|
(340
|
)
|
-
|
(458
|
)
|
||||||||||||||||||||
Recoveries
|
492
|
2
|
461
|
-
|
-
|
146
|
-
|
1,101
|
||||||||||||||||||||||||
Ending balance
|
$
|
1,418
|
$
|
5,084
|
$
|
228
|
$
|
297
|
$
|
714
|
$
|
2,099
|
$
|
688
|
$
|
10,528
|
March 31, 2016
|
||||||||||||||||||||||||||||||||
Beginning balance
|
$
|
1,263
|
$
|
4,268
|
$
|
539
|
$
|
348
|
$
|
769
|
$
|
2,548
|
$
|
1,027
|
$
|
10,762
|
||||||||||||||||
Provision for (recapture of)
loan losses
|
(245
|
)
|
5
|
(545
|
)
|
364
|
(359
|
)
|
(51
|
)
|
(319
|
)
|
(1,150
|
)
|
||||||||||||||||||
Charge-offs
|
-
|
-
|
-
|
-
|
-
|
(274
|
)
|
-
|
(274
|
)
|
||||||||||||||||||||||
Recoveries
|
30
|
-
|
331
|
-
|
6
|
180
|
-
|
547
|
||||||||||||||||||||||||
Ending balance
|
$
|
1,048
|
$
|
4,273
|
$
|
325
|
$
|
712
|
$
|
416
|
$
|
2,403
|
$
|
708
|
$
|
9,885
|
March 31, 2015
|
||||||||||||||||||||||||||||||||
Beginning balance
|
$
|
2,409
|
$
|
5,269
|
$
|
340
|
$
|
203
|
$
|
387
|
$
|
2,653
|
$
|
1,290
|
$
|
12,551
|
||||||||||||||||
Provision for (recapture of)
loan losses
|
(1,060
|
)
|
(768
|
)
|
(72
|
)
|
145
|
382
|
(164
|
)
|
(263
|
)
|
(1,800
|
)
|
||||||||||||||||||
Charge-offs
|
(120
|
)
|
(233
|
)
|
-
|
-
|
-
|
(111
|
)
|
-
|
(464
|
)
|
||||||||||||||||||||
Recoveries
|
34
|
-
|
271
|
-
|
-
|
170
|
-
|
475
|
||||||||||||||||||||||||
Ending balance
|
$
|
1,263
|
$
|
4,268
|
$
|
539
|
$
|
348
|
$
|
769
|
$
|
2,548
|
$
|
1,027
|
$
|
10,762
|
Allowance for Loan Losses
|
Recorded Investment in Loans
|
|||||||||||||||||||||||
March 31, 2017
|
Individually
Evaluated for
Impairment
|
Collectively
Evaluated for
Impairment
|
Total
|
Individually
Evaluated for
Impairment
|
Collectively
Evaluated for
Impairment
|
Total
|
||||||||||||||||||
Commercial business
|
$
|
-
|
$
|
1,418
|
$
|
1,418
|
$
|
294
|
$
|
107,077
|
$
|
107,371
|
||||||||||||
Commercial real estate
|
-
|
5,084
|
5,084
|
7,604
|
439,467
|
447,071
|
||||||||||||||||||
Land
|
-
|
228
|
228
|
801
|
15,074
|
15,875
|
||||||||||||||||||
Multi-family
|
-
|
297
|
297
|
1,692
|
42,023
|
43,715
|
||||||||||||||||||
Real estate construction
|
-
|
714
|
714
|
-
|
46,157
|
46,157
|
||||||||||||||||||
Consumer
|
88
|
2,011
|
2,099
|
1,475
|
117,768
|
119,243
|
||||||||||||||||||
Unallocated
|
-
|
688
|
688
|
-
|
-
|
-
|
||||||||||||||||||
Total
|
$
|
88
|
$
|
10,440
|
$
|
10,528
|
$
|
11,866
|
$
|
767,566
|
$
|
779,432
|
March 31, 2016
|
||||||||||||||||||||||||
Commercial business
|
$
|
-
|
$
|
1,048
|
$
|
1,048
|
$
|
192
|
$
|
69,205
|
$
|
69,397
|
||||||||||||
Commercial real estate
|
-
|
4,273
|
4,273
|
9,802
|
343,947
|
353,749
|
||||||||||||||||||
Land
|
-
|
325
|
325
|
801
|
11,244
|
12,045
|
||||||||||||||||||
Multi-family
|
-
|
712
|
712
|
1,731
|
32,002
|
33,733
|
||||||||||||||||||
Real estate construction
|
-
|
416
|
416
|
-
|
26,731
|
26,731
|
||||||||||||||||||
Consumer
|
110
|
2,293
|
2,403
|
1,678
|
127,486
|
129,164
|
||||||||||||||||||
Unallocated
|
-
|
708
|
708
|
-
|
-
|
-
|
||||||||||||||||||
Total
|
$
|
110
|
$
|
9,775
|
$
|
9,885
|
$
|
14,204
|
$
|
610,615
|
$
|
624,819
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Beginning balance
|
$
|
324
|
$
|
259
|
$
|
294
|
||||||
Net change in allowance for unfunded loan commitments
|
64
|
65
|
(35
|
)
|
||||||||
Ending balance
|
$
|
388
|
$
|
324
|
$
|
259
|
March 31, 2017
|
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
|
$
|
13
|
$
|
-
|
$
|
294
|
$
|
307
|
$
|
107,064
|
$
|
107,371
|
||||||||||||
Commercial real estate
|
-
|
-
|
1,342
|
1,342
|
445,729
|
447,071
|
||||||||||||||||||
Land
|
-
|
-
|
801
|
801
|
15,074
|
15,875
|
||||||||||||||||||
Multi-family
|
-
|
-
|
-
|
-
|
43,715
|
43,715
|
||||||||||||||||||
Real estate construction
|
-
|
-
|
-
|
-
|
46,157
|
46,157
|
||||||||||||||||||
Consumer
|
228
|
34
|
278
|
540
|
118,703
|
119,243
|
||||||||||||||||||
Total
|
$
|
241
|
$
|
34
|
$
|
2,715
|
$
|
2,990
|
$
|
776,442
|
$
|
779,432
|
March 31, 2016
|
||||||||||||||||||||||||
Commercial business
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
69,397
|
$
|
69,397
|
||||||||||||
Commercial real estate
|
-
|
-
|
1,559
|
1,559
|
352,190
|
353,749
|
||||||||||||||||||
Land
|
-
|
-
|
801
|
801
|
11,244
|
12,045
|
||||||||||||||||||
Multi-family
|
-
|
-
|
-
|
-
|
33,733
|
33,733
|
||||||||||||||||||
Real estate construction
|
-
|
-
|
-
|
-
|
26,731
|
26,731
|
||||||||||||||||||
Consumer
|
611
|
20
|
334
|
965
|
128,199
|
129,164
|
||||||||||||||||||
Total
|
$
|
611
|
$
|
20
|
$
|
2,694
|
$
|
3,325
|
$
|
621,494
|
$
|
624,819
|
March 31, 2017
|
Pass
|
Special
Mention
|
Substandard
|
Doubtful
|
Loss
|
Total Loans
Receivable
|
||||||||||||||||||
Commercial business
|
$
|
102,113
|
$
|
2,063
|
$
|
3,195
|
$
|
-
|
$
|
-
|
$
|
107,371
|
||||||||||||
Commercial real estate
|
430,923
|
10,426
|
5,722
|
-
|
-
|
447,071
|
||||||||||||||||||
Land
|
15,074
|
-
|
801
|
-
|
-
|
15,875
|
||||||||||||||||||
Multi-family
|
43,156
|
547
|
12
|
-
|
-
|
43,715
|
||||||||||||||||||
Real estate construction
|
46,157
|
-
|
-
|
-
|
-
|
46,157
|
||||||||||||||||||
Consumer
|
118,965
|
-
|
278
|
-
|
-
|
119,243
|
||||||||||||||||||
Total
|
$
|
756,388
|
$
|
13,036
|
$
|
10,008
|
$
|
-
|
$
|
-
|
$
|
779,432
|
March 31, 2016
|
||||||||||||||||||||||||
Commercial business
|
$
|
68,221
|
$
|
813
|
$
|
363
|
$
|
-
|
$
|
-
|
$
|
69,397
|
||||||||||||
Commercial real estate
|
343,306
|
7,659
|
2,784
|
-
|
-
|
353,749
|
||||||||||||||||||
Land
|
9,760
|
1,484
|
801
|
-
|
-
|
12,045
|
||||||||||||||||||
Multi-family
|
33,721
|
-
|
12
|
-
|
-
|
33,733
|
||||||||||||||||||
Real estate construction
|
26,731
|
-
|
-
|
-
|
-
|
26,731
|
||||||||||||||||||
Consumer
|
128,830
|
-
|
334
|
-
|
-
|
129,164
|
||||||||||||||||||
Total
|
$
|
610,569
|
$
|
9,956
|
$
|
4,294
|
$
|
-
|
$
|
-
|
$
|
624,819
|
March 31, 2017
|
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
|
$
|
294
|
$
|
-
|
$
|
294
|
$
|
301
|
$
|
-
|
||||||||||
Commercial real estate
|
7,604
|
-
|
7,604
|
8,806
|
-
|
|||||||||||||||
Land
|
801
|
-
|
801
|
807
|
-
|
|||||||||||||||
Multi-family
|
1,692
|
-
|
1,692
|
1,826
|
-
|
|||||||||||||||
Consumer
|
306
|
1,169
|
1,475
|
1,611
|
88
|
|||||||||||||||
Total
|
$
|
10,697
|
$
|
1,169
|
$
|
11,866
|
$
|
13,351
|
$
|
88
|
||||||||||
March 31, 2016
|
||||||||||||||||||||
Commercial business
|
$
|
192
|
$
|
-
|
$
|
192
|
$
|
192
|
$
|
-
|
||||||||||
Commercial real estate
|
9,802
|
-
|
9,802
|
10,758
|
-
|
|||||||||||||||
Land
|
801
|
-
|
801
|
807
|
-
|
|||||||||||||||
Multi-family
|
1,731
|
-
|
1,731
|
1,871
|
-
|
|||||||||||||||
Consumer
|
477
|
1,201
|
1,678
|
1,845
|
110
|
|||||||||||||||
Total
|
$
|
13,003
|
$
|
1,201
|
$
|
14,204
|
$
|
15,473
|
$
|
110
|
Year ended
March 31, 2017
|
Year ended
March 31, 2016
|
Year ended
March 31, 2015
|
||||||||||||||||||||||
Average
Recorded
Investment
|
Interest
Recognized
on Impaired
Loans
|
Average
Recorded
Investment
|
Interest
Recognized
on Impaired
Loans
|
Average
Recorded
Investment
|
Interest
Recognized
on Impaired
Loans
|
|||||||||||||||||||
Commercial business
|
$
|
255
|
$
|
10
|
$
|
542
|
$
|
17
|
$
|
1,075
|
$
|
62
|
||||||||||||
Commercial real estate
|
8,823
|
337
|
13,130
|
456
|
17,136
|
478
|
||||||||||||||||||
Land
|
801
|
-
|
801
|
-
|
817
|
-
|
||||||||||||||||||
Multi-family
|
1,710
|
93
|
1,842
|
99
|
2,176
|
17
|
||||||||||||||||||
Consumer
|
1,529
|
62
|
1,947
|
72
|
3,187
|
85
|
||||||||||||||||||
Total
|
$
|
13,118
|
$
|
502
|
$
|
18,262
|
$
|
644
|
$
|
24,391
|
$
|
642
|
March 31, 2017
|
March 31, 2016
|
|||||||||||||||||||||||
Accrual
|
Nonaccrual
|
Total
|
Accrual
|
Nonaccrual
|
Total
|
|||||||||||||||||||
Commercial business
|
$
|
-
|
$
|
294
|
$
|
294
|
$
|
192
|
$
|
-
|
$
|
192
|
||||||||||||
Commercial real estate
|
6,262
|
1,342
|
7,604
|
8,244
|
1,289
|
9,533
|
||||||||||||||||||
Land
|
-
|
801
|
801
|
-
|
801
|
801
|
||||||||||||||||||
Multi-family
|
1,692
|
-
|
1,692
|
1,731
|
-
|
1,731
|
||||||||||||||||||
Consumer
|
1,475
|
-
|
1,475
|
1,678
|
-
|
1,678
|
||||||||||||||||||
Total
|
$
|
9,429
|
$
|
2,437
|
$
|
11,866
|
$
|
11,845
|
$
|
2,090
|
$
|
13,935
|
||||||||||||
7.
|
PREMISES AND EQUIPMENT
|
March 31,
|
||||||||
2017
|
2016
|
|||||||
Land
|
$
|
4,710
|
$
|
4,177
|
||||
Buildings and improvements
|
15,281
|
13,974
|
||||||
Leasehold improvements
|
1,666
|
1,286
|
||||||
Furniture and equipment
|
10,243
|
9,876
|
||||||
Building under capitalized lease
|
2,956
|
2,956
|
||||||
Construction in progress
|
720
|
720
|
||||||
Total
|
35,576
|
32,989
|
||||||
Less accumulated depreciation and amortization
|
(19,344
|
)
|
(18,394
|
)
|
||||
Premises and equipment, net
|
$
|
16,232
|
$
|
14,595
|
Year Ending March 31:
|
Operating Leases
|
Capital Lease
|
||||||
2018
|
$
|
1,660
|
$
|
198
|
||||
2019
|
1,555
|
201
|
||||||
2020
|
1,438
|
205
|
||||||
2021
|
896
|
208
|
||||||
2022
|
668
|
212
|
||||||
Thereafter
|
2,612
|
4,056
|
||||||
Total minimum lease payments
|
$
|
8,829
|
5,080
|
|||||
Less amount representing interest
|
(2,626
|
)
|
||||||
Present value of net minimum lease payments
|
$
|
2,454
|
8.
|
REAL ESTATE OWNED
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Balance at beginning of year, net
|
$
|
595
|
$
|
1,603
|
$
|
7,703
|
||||||
Additions
|
-
|
298
|
1,512
|
|||||||||
Dispositions
|
(267
|
)
|
(937
|
)
|
(6,897
|
)
|
||||||
Writedowns
|
(30
|
)
|
(369
|
)
|
(715
|
)
|
||||||
Balance at end of year, net
|
$
|
298
|
$
|
595
|
$
|
1,603
|
9.
|
GOODWILL
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Net carrying value at beginning of period
|
$
|
25,572
|
$
|
25,572
|
$
|
25,572
|
||||||
MBank Transaction (see Note 3)
|
1,504
|
-
|
-
|
|||||||||
Impairment charge
|
-
|
-
|
-
|
|||||||||
Net carrying value at the end of period
|
$
|
27,076
|
$
|
25,572
|
$
|
25,572
|
10.
|
DEPOSITS
|
Account Type
|
March 31, 2017
|
March 31, 2016
|
||||||
Non-interest-bearing
|
$
|
242,738
|
$
|
179,143
|
||||
Interest-bearing checking
|
171,152
|
144,740
|
||||||
Money market
|
289,998
|
239,544
|
||||||
Savings accounts
|
126,370
|
96,994
|
||||||
Certificates of deposit
|
149,800
|
119,382
|
||||||
Total
|
$
|
980,058
|
$
|
779,803
|
Year Ending March 31:
|
||||
2018
|
$
|
99,893
|
||
2019
|
30,760
|
|||
2020
|
9,742
|
|||
2021
|
2,833
|
|||
2022
|
3,116
|
|||
Thereafter
|
3,456
|
|||
Total
|
$
|
149,800
|
Year Ended March 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Interest checking
|
$
|
98
|
$
|
99
|
$
|
79
|
||||||
Money market
|
309
|
272
|
277
|
|||||||||
Savings accounts
|
110
|
85
|
71
|
|||||||||
Certificates of deposit
|
634
|
717
|
899
|
|||||||||
Total
|
$
|
1,151
|
$
|
1,173
|
$
|
1,326
|
11.
|
JUNIOR SUBORDINATED DEBENTURES
|
12.
|
INCOME TAXES
|
Year Ended March 31
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Current
|
$
|
284
|
$
|
251
|
$
|
16
|
||||||
Deferred
|
3,103
|
3,175
|
2,140
|
|||||||||
Total
|
$
|
3,387
|
$
|
3,426
|
$
|
2,156
|
March 31, 2017
|
March 31, 2016
|
|||||||
Deferred tax assets:
|
||||||||
Deferred compensation
|
$
|
150
|
$
|
128
|
||||
Allowance for loan losses
|
3,875
|
3,624
|
||||||
Accrued expenses
|
217
|
199
|
||||||
Accumulated depreciation and amortization
|
1,017
|
908
|
||||||
Deferred gain on sale
|
361
|
418
|
||||||
Net operating loss carryforwards
|
1,134
|
4,849
|
||||||
Purchase accounting
|
228
|
-
|
||||||
REO expense
|
-
|
49
|
||||||
Net unrealized loss on investment securities available for sale
|
929
|
-
|
||||||
AMT credit
|
471
|
229
|
||||||
Other
|
332
|
350
|
||||||
Total deferred tax assets
|
8,714
|
10,754
|
Deferred tax liabilities:
|
||||||||
FHLB stock dividend
|
(143
|
)
|
(143
|
)
|
||||
Net unrealized gain on investment securities available for sale
|
-
|
(596
|
)
|
|||||
Prepaid expenses
|
(158
|
)
|
(172
|
)
|
||||
Loan fees/costs
|
(803
|
)
|
(654
|
)
|
||||
Total deferred tax liabilities
|
(1,104
|
)
|
(1,565
|
)
|
||||
Deferred tax assets, net
|
$
|
7,610
|
$
|
9,189
|
Year Ended March 31,
|
||||||||||
2017
|
2016
|
2015
|
||||||||
Statutory federal income tax rate
|
34.0
|
%
|
34.0
|
%
|
34.0
|
%
|
||||
State and local income tax rate
|
1.5
|
1.5
|
1.6
|
|||||||
ESOP market value adjustment
|
(0.1
|
)
|
(0.1
|
)
|
-
|
|||||
BOLI
|
(3.8
|
)
|
(2.8
|
)
|
(3.8
|
)
|
||||
Other, net
|
(0.2
|
)
|
2.2
|
0.4
|
||||||
Effective federal income tax rate
|
31.4
|
%
|
34.8
|
%
|
32.2
|
%
|
13.
|
EMPLOYEE BENEFIT PLANS
|
Year Ended March 31,
|
||||||||||||||||||||||||
2017
|
2016
|
2015
|
||||||||||||||||||||||
Number of
Shares
|
Weighted
Average
Exercise
Price
|
Number of
Shares
|
Weighted
Average
Exercise
Price
|
Number of
Shares
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||||
Balance, beginning of period
|
223,654
|
$
|
4.73
|
424,654
|
$
|
8.00
|
474,654
|
$
|
7.91
|
|||||||||||||||
Options exercised
|
(3,000
|
)
|
3.84
|
(18,000
|
)
|
3.49
|
(18,000
|
)
|
2.69
|
|||||||||||||||
Forfeited
|
-
|
-
|
(29,000
|
)
|
10.00
|
(32,000
|
)
|
9.55
|
||||||||||||||||
Expired
|
-
|
-
|
(154,000
|
)
|
12.92
|
-
|
-
|
|||||||||||||||||
Balance, end of period
|
220,654
|
$
|
4.74
|
223,654
|
$
|
4.73
|
424,654
|
$
|
8.00
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Weighted Avg
|
Weighted
|
Weighted
|
||||||||||||||||||||
Remaining
|
Average
|
Average
|
||||||||||||||||||||
Range of
|
Contractual
|
Exercise
|
Exercise
|
|||||||||||||||||||
Exercise Price
|
Life (years)
|
Number
|
Price
|
Number
|
Price
|
|||||||||||||||||
$
|
1.00 - $3.00
|
6.02
|
77,154
|
$
|
2.73
|
77,154
|
$
|
2.73
|
||||||||||||||
$
|
3.01 - $5.00
|
2.49
|
85,000
|
3.82
|
85,000
|
3.82
|
||||||||||||||||
$
|
5.01 - $8.00
|
1.47
|
36,000
|
6.17
|
36,000
|
6.17
|
||||||||||||||||
$
|
8.01 - $15.00
|
0.50
|
22,500
|
12.83
|
22,500
|
12.83
|
||||||||||||||||
3.35
|
220,654
|
$
|
4.74
|
220,654
|
$
|
4.74
|
14.
|
EMPLOYEE STOCK OWNERSHIP PLAN
|
Estimated Fair
Value of
Unreleased
Shares
|
Unreleased
ESOP
Shares
|
Allocated
and Released
Shares
|
Total
|
|||||||||||||
Balance, March 31, 2014
|
$
|
338,000
|
98,532
|
864,052
|
962,584
|
|||||||||||
Allocation December 31, 2014
|
(24,633
|
)
|
24,633
|
-
|
||||||||||||
Balance, March 31, 2015
|
$
|
332,500
|
73,899
|
888,685
|
962,584
|
|||||||||||
Allocation December 31, 2015
|
(24,633
|
)
|
24,633
|
-
|
||||||||||||
Balance, March 31, 2016
|
$
|
207,000
|
49,266
|
913,318
|
962,584
|
|||||||||||
Allocation December 31, 2016
|
(24,633
|
)
|
24,633
|
-
|
||||||||||||
Balance, March 31, 2017
|
$
|
176,000
|
24,633
|
937,951
|
962,584
|
15.
|
SHAREHOLDERS' EQUITY AND REGULATORY CAPITAL REQUIREMENTS
|
Actual
|
For Capital
Adequacy Purposes
|
"Well Capitalized"
Under Prompt
Corrective Action
|
||||||||||||||||||||||
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||||||||||||
March 31, 2017
|
||||||||||||||||||||||||
Total Capital:
|
||||||||||||||||||||||||
(To Risk-Weighted Assets)
|
$
|
112,421
|
14.06
|
%
|
$
|
63,955
|
8.0
|
%
|
$
|
79,944
|
10.0
|
%
|
||||||||||||
Tier 1 Capital:
|
||||||||||||||||||||||||
(To Risk-Weighted Assets)
|
102,411
|
12.81
|
47,966
|
6.0
|
63,955
|
8.0
|
||||||||||||||||||
Common equity tier 1 Capital:
|
||||||||||||||||||||||||
(To Risk-Weighted Assets)
|
102,411
|
12.81
|
35,975
|
4.5
|
51,963
|
6.5
|
||||||||||||||||||
Tier 1 Capital (Leverage):
|
||||||||||||||||||||||||
(To Adjusted Tangible Assets)
|
102,411
|
10.21
|
40,110
|
4.0
|
50,138
|
5.0
|
||||||||||||||||||
Tangible Capital:
|
||||||||||||||||||||||||
(To Tangible Assets)
|
102,411
|
10.21
|
15,041
|
1.5
|
N/A
|
N/A
|
Actual
|
For Capital
Adequacy Purposes
|
"Well Capitalized"
Under Prompt
Corrective Action
|
||||||||||||||||||||||
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||||||||||||
March 31, 2016
|
||||||||||||||||||||||||
Total Capital:
|
||||||||||||||||||||||||
(To Risk-Weighted Assets)
|
$
|
105,277
|
16.07
|
%
|
$
|
52,405
|
8.0
|
%
|
$
|
65,507
|
10.0
|
%
|
||||||||||||
Tier 1 Capital:
|
||||||||||||||||||||||||
(To Risk-Weighted Assets)
|
97,046
|
14.81
|
39,304
|
6.0
|
52,405
|
8.0
|
||||||||||||||||||
Common equity tier 1 Capital:
|
||||||||||||||||||||||||
(To Risk-Weighted Assets)
|
97,046
|
14.81
|
29,478
|
4.5
|
42,579
|
6.5
|
||||||||||||||||||
Tier 1 Capital (Leverage):
|
||||||||||||||||||||||||
(To Adjusted Tangible Assets)
|
97,046
|
11.18
|
34,718
|
4.0
|
43,397
|
5.0
|
||||||||||||||||||
Tangible Capital:
|
||||||||||||||||||||||||
(To Tangible Assets)
|
97,046
|
11.18
|
13,019
|
1.5
|
N/A
|
N/A
|
16.
|
EARNINGS PER SHARE
|
Year Ended March 31,
|
||||||||||||
(Dollars and share data in thousands, except per share data)
|
2017
|
2016
|
2015
|
|||||||||
Basic EPS computation:
|
||||||||||||
Numerator-net income
|
$
|
7,404
|
$
|
6,358
|
$
|
4,491
|
||||||
Denominator-weighted average common shares outstanding
|
22,478
|
22,450
|
22,393
|
|||||||||
Basic EPS
|
$
|
0.33
|
$
|
0.28
|
$
|
0.20
|
||||||
Diluted EPS computation:
|
||||||||||||
Numerator-net income
|
$
|
7,404
|
$
|
6,358
|
$
|
4,491
|
||||||
Denominator-weighted average common shares outstanding
|
22,478
|
22,450
|
22,393
|
|||||||||
Effect of dilutive stock options
|
70
|
44
|
39
|
|||||||||
Weighted average common shares and common stock
|
||||||||||||
equivalents
|
22,548
|
22,494
|
22,432
|
|||||||||
Diluted EPS
|
$
|
0.33
|
$
|
0.28
|
$
|
0.20
|
17.
|
FAIR VALUE MEASUREMENTS
|
Estimated Fair Value Measurements Using
|
||||||||||||||||
March 31, 2017
|
Total Estimated
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Investment securities available for sale:
|
||||||||||||||||
Municipal securities
|
$
|
2,819
|
$
|
-
|
$
|
2,819
|
$
|
-
|
||||||||
Agency securities
|
16,808
|
-
|
16,808
|
-
|
||||||||||||
Real estate mortgage investment conduits
|
43,160
|
-
|
43,160
|
-
|
||||||||||||
Mortgage-backed securities
|
96,611
|
-
|
96,611
|
-
|
||||||||||||
Other mortgage-backed securities
|
40,816
|
-
|
40,816
|
-
|
||||||||||||
Total assets measured at fair value on a recurring basis
|
$
|
200,214
|
$
|
-
|
$
|
200,214
|
$
|
-
|
Estimated Fair Value Measurements Using
|
||||||||||||||||
March 31, 2016
|
Total Estimated
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Investment securities available for sale:
|
||||||||||||||||
Trust preferred
|
$
|
1,808
|
$
|
-
|
$
|
-
|
$
|
1,808
|
||||||||
Agency securities
|
19,569
|
-
|
19,569
|
-
|
||||||||||||
Real estate mortgage investment conduits
|
43,924
|
-
|
43,924
|
-
|
||||||||||||
Mortgage-backed securities
|
76,353
|
-
|
76,353
|
-
|
||||||||||||
Other mortgage-backed securities
|
9,036
|
-
|
9,036
|
-
|
||||||||||||
Total assets measured at fair value on a recurring basis
|
$
|
150,690
|
$
|
-
|
$
|
148,882
|
$
|
1,808
|
|
Estimated fair value measurements using
|
|||||||||||||||
March 31, 2017
|
Total estimated
fair value
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Impaired loans
|
$
|
2,281
|
$
|
-
|
$
|
-
|
$
|
2,281
|
March 31, 2016
|
||||||||||||||||
Impaired loans
|
$
|
1,092
|
$
|
-
|
$
|
-
|
$
|
1,092
|
||||||||
REO
|
644
|
-
|
-
|
644
|
||||||||||||
Total assets measured at fair value on a nonrecurring basis
|
$
|
1,736
|
$
|
-
|
$
|
-
|
$
|
1,736
|
March 31, 2017
|
Carrying
Amount
|
Level 1
|
Level 2
|
Level 3
|
Estimated
Fair Value
|
|||||||||||||||
Assets:
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
64,613
|
$
|
64,613
|
$
|
-
|
$
|
-
|
$
|
64,613
|
||||||||||
Certificates of deposit held for investment
|
11,042
|
-
|
11,108
|
-
|
11,108
|
|||||||||||||||
Loans held for sale
|
478
|
-
|
478
|
-
|
478
|
|||||||||||||||
Investment securities available for sale
|
200,214
|
-
|
200,214
|
-
|
200,214
|
|||||||||||||||
Investment securities held to maturity
|
64
|
-
|
66
|
-
|
66
|
|||||||||||||||
Loans receivable, net
|
768,904
|
-
|
-
|
731,996
|
731,996
|
|||||||||||||||
FHLB stock
|
1,181
|
-
|
1,181
|
-
|
1,181
|
|||||||||||||||
Liabilities:
|
||||||||||||||||||||
Demand and savings deposits
|
830,258
|
830,258
|
-
|
-
|
830,258
|
|||||||||||||||
Time deposits
|
149,800
|
-
|
148,574
|
-
|
148,574
|
|||||||||||||||
Junior subordinated debentures
|
26,390
|
-
|
-
|
13,284
|
13,284
|
|||||||||||||||
Capital lease obligation
|
2,454
|
-
|
2,454
|
-
|
2,454
|
|||||||||||||||
|
March 31, 2016
|
Carrying
Amount
|
Level 1
|
Level 2
|
Level 3
|
Estimated
Fair Value
|
|||||||||||||||
Assets:
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
55,400
|
$
|
55,400
|
$
|
-
|
$
|
-
|
$
|
55,400
|
||||||||||
Certificates of deposit held for investment
|
16,769
|
-
|
16,959
|
-
|
16,959
|
|||||||||||||||
Loans held for sale
|
503
|
-
|
503
|
-
|
503
|
|||||||||||||||
Investment securities available for sale
|
150,690
|
-
|
148,882
|
1,808
|
150,690
|
|||||||||||||||
Investment securities held to maturity
|
75
|
-
|
76
|
-
|
76
|
|||||||||||||||
Loans receivable, net
|
614,934
|
-
|
-
|
571,068
|
571,068
|
|||||||||||||||
FHLB stock
|
1,060
|
-
|
1,060
|
-
|
1,060
|
|||||||||||||||
Liabilities:
|
||||||||||||||||||||
Demand and savings deposits
|
660,421
|
660,421
|
-
|
-
|
660,421
|
|||||||||||||||
Time deposits
|
119,382
|
-
|
119,143
|
-
|
119,143
|
|||||||||||||||
Junior subordinated debentures
|
22,681
|
-
|
-
|
7,705
|
7,705
|
|||||||||||||||
Capital lease obligation
|
2,475
|
-
|
2,475
|
-
|
2,475
|
18.
|
COMMITMENTS AND CONTINGENCIES
|
Contract or Notional Amount
|
||||||||
March 31, 2017
|
March 31, 2016
|
|||||||
Commitments to originate loans:
|
||||||||
Adjustable-rate
|
$
|
16,958
|
$
|
25,186
|
||||
Fixed-rate
|
28,301
|
16,689
|
||||||
Standby letters of credit
|
2,614
|
1,379
|
||||||
Undisbursed loan funds and unused lines of credit
|
119,763
|
101,623
|
||||||
Total
|
$
|
167,636
|
$
|
144,877
|
19.
|
RIVERVIEW BANCORP, INC. (PARENT COMPANY ONLY)
|
BALANCE SHEETS
|
||||||||
MARCH 31, 2017 AND 2016
|
||||||||
(In thousands)
|
2017
|
2016
|
||||||
ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
5,188
|
$
|
1,467
|
||||
Investment in the Bank
|
129,947
|
127,311
|
||||||
Other assets
|
3,022
|
2,657
|
||||||
TOTAL ASSETS
|
$
|
138,157
|
$
|
131,435
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Accrued expenses and other liabilities
|
$
|
53
|
$
|
29
|
||||
Dividend payable
|
450
|
452
|
||||||
Borrowings
|
26,390
|
22,681
|
||||||
Shareholders' equity
|
111,264
|
108,273
|
||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
138,157
|
$
|
131,435
|
STATEMENTS OF INCOME
|
||||||||||||
YEARS ENDED MARCH 31, 2017, 2016 AND 2015
|
||||||||||||
(In thousands)
|
2017
|
2016
|
2015
|
|||||||||
INCOME:
|
||||||||||||
Dividend income from the Bank
|
$
|
-
|
$
|
-
|
$
|
6,000
|
||||||
Interest on investment securities and other short-term investments
|
21
|
12
|
13
|
|||||||||
Interest on loan receivable from the Bank
|
15
|
24
|
33
|
|||||||||
Total income
|
36
|
36
|
6,046
|
|||||||||
EXPENSE:
|
||||||||||||
Management service fees paid to the Bank
|
143
|
143
|
143
|
|||||||||
Other expenses
|
587
|
443
|
457
|
|||||||||
Total expense
|
730
|
586
|
600
|
|||||||||
INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY
|
||||||||||||
IN UNDISTRIBUTED INCOME (LOSS) OF THE BANK
|
(694
|
)
|
(550
|
)
|
5,446
|
|||||||
BENEFIT FOR INCOME TAXES
|
(235
|
)
|
(187
|
)
|
(197
|
)
|
||||||
INCOME (LOSS) OF PARENT COMPANY
|
(459
|
)
|
(363
|
)
|
5,643
|
|||||||
EQUITY IN UNDISTRIBUTED INCOME (LOSS) OF THE BANK
|
7,863
|
6,721
|
(1,152
|
)
|
||||||||
NET INCOME
|
$
|
7,404
|
$
|
6,358
|
$
|
4,491
|
(Dollars in thousands, except share data)
|
Three Months Ended
|
|||||||||||||||
March 31
|
December 31
|
September 30
|
June 30
|
|||||||||||||
Fiscal 2017:
|
||||||||||||||||
Interest and dividend income
|
$
|
9,883
|
$
|
8,952
|
$
|
8,530
|
$
|
8,262
|
||||||||
Interest expense
|
538
|
450
|
442
|
439
|
||||||||||||
Net interest income
|
9,345
|
8,502
|
8,088
|
7,823
|
||||||||||||
Recapture of loan losses
|
-
|
-
|
-
|
-
|
||||||||||||
Non-interest income, net
|
2,586
|
2,333
|
2,581
|
2,514
|
||||||||||||
Non-interest expense
|
8,918
|
7,851
|
8,397
|
7,815
|
||||||||||||
Income before income taxes
|
3,013
|
2,984
|
2,272
|
2,522
|
||||||||||||
Provision for income taxes
|
979
|
991
|
592
|
825
|
||||||||||||
Net income
|
$
|
2,034
|
$
|
1,993
|
$
|
1,680
|
$
|
1,697
|
||||||||
Basic earnings per share
(1)
|
$
|
0.09
|
$
|
0.09
|
$
|
0.07
|
$
|
0.08
|
||||||||
Diluted earnings per share
(1)
|
$
|
0.09
|
$
|
0.09
|
$
|
0.07
|
$
|
0.08
|
||||||||
Fiscal 2016:
|
||||||||||||||||
Interest and dividend income
|
$
|
7,864
|
$
|
7,921
|
$
|
7,602
|
$
|
7,561
|
||||||||
Interest expense
|
432
|
434
|
439
|
437
|
||||||||||||
Net interest income
|
7,432
|
7,487
|
7,163
|
7,124
|
||||||||||||
Recapture of loan losses
|
(350
|
)
|
-
|
(300
|
)
|
(500
|
)
|
|||||||||
Non-interest income, net
|
2,193
|
2,417
|
2,216
|
2,549
|
||||||||||||
Non-interest expense
|
7,569
|
7,349
|
7,284
|
7,745
|
||||||||||||
Income before income taxes
|
2,406
|
2,555
|
2,395
|
2,428
|
||||||||||||
Provision for income taxes
|
1,001
|
849
|
743
|
833
|
||||||||||||
Net income
|
$
|
1,405
|
$
|
1,706
|
$
|
1,652
|
$
|
1,595
|
||||||||
Basic earnings per share
(1)
|
$
|
0.06
|
$
|
0.08
|
$
|
0.07
|
$
|
0.07
|
||||||||
Diluted earnings per share
(1)
|
$
|
0.06
|
$
|
0.08
|
$
|
0.07
|
$
|
0.07
|
Plan category
|
Number of
securities to be
issued upon
exercise of
outstanding
options
|
Weighted-
average
price of
outstanding
options
|
Number of
securities
remaining
available for future
issuance under
equity
compensation
plans excluding
securities reflected
in column (A)
|
||||||
Equity compensation plans approved by security holders:
|
(A)
|
(B)
|
(C)
|
||||||
2003 Stock Option Plan
|
162,154
|
3.30
|
-
|
||||||
1998 Stock Option Plan
|
58,500
|
8.73
|
-
|
||||||
Equity compensation plans not approved by security holders:
|
-
|
-
|
-
|
||||||
Total
|
220,654
|
-
|
2.1
|
Purchase and Assumption Agreement among Riverview Community Bank, a federal savings bank, and Riverview Bancorp, Inc. a Washington corporation, and MBank, an Oregon state-chartered commercial bank, and Merchants Bancorp, an Oregon corporation (1)
|
|
3.1
|
Articles of Incorporation of the Registrant (2)
|
|
3.2
|
Bylaws of the Registrant (3)
|
|
4
|
Form of Certificate of Common Stock of the Registrant (2)
|
|
10.1
|
Form of Employment Agreement between the Company and each of Patrick Sheaffer, Ronald A. Wysaske, and Kevin J. Lycklama (4)
|
|
10.2
|
Form of Change in Control Agreement between the Company and the Bank and each of Patrick Sheaffer, Ronald A. Wysaske, and Kevin J. Lycklama (4)
|
|
10.3
|
Form of Employment Agreement between the Company and Chris P. Cline (5)
|
|
10.4
|
Form of Change in Control Agreement between the Company and Chris P. Cline (5)
|
|
10.5
|
Employee Severance Compensation Plan (6)
|
|
10.6
|
Employee Stock Ownership Plan (7)
|
|
10.7
|
1998 Stock Option Plan (8)
|
|
10.8
|
2003 Stock Option Plan (9)
|
|
10.9
|
Form of Incentive Stock Option Award Pursuant to 2003 Stock Option Plan (10)
|
|
10.10
|
Form of Non-qualified Stock Option Award Pursuant to 2003 Stock Option Plan (10)
|
|
10.11
|
Deferred Compensation Plan (11)
|
|
10.12
|
Standstill Agreement, dated August 26, 2015, by and among, Riverview Bancorp, Inc. and Ancora Advisors, LLC, Merlin Partners LP, Ancora Catalyst Fund, Frederick DiSanto, Brian Hopkins, Patrick Sweeney and James M. Chadwick (12)
|
|
11
|
Statement of recomputation of per share earnings (See Note 16 of the Notes to Consolidated Financial Statements contained herein.)
|
|
21
|
Subsidiaries of Registrant (13)
|
|
23
|
Consent of Independent Registered Public Accounting Firm – Delap LLP
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm – Deloitte & Touch LLP
|
|
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
32
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
|
|
101
|
The following materials from Riverview Bancorp Inc.'s Yearly Report on Form 10-K for the year ended March 31, 2017, 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 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, 2016 and incorporated herein by reference.
|
(4) |
Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2014, and incorporated herein by reference.
|
(5)
(6)
|
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.
Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter-ended September 30, 1997, and incorporated herein by reference.
|
(7) |
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.
|
(8) |
Filed as an exhibit to the Registrant's Registration Statement on Form S-8 (Registration No. 333-66049), and incorporated herein by reference.
|
(9) |
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.
|
(10) |
Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, and incorporated herein by reference.
|
(11) |
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.
|
(12) |
Filed as an exhibit to the Registrant's Current Report on Form 8-K filed with the SEC on August 31, 2015, and incorporated herein by reference.
|
(13) |
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.
|
|
|
RIVERVIEW BANCORP, INC.
|
|
Date:
|
June 5, 2017 |
By:
|
/s/ Patrick Sheaffer
Patrick Sheaffer
Chairman of the Board and
Chief Executive Officer
(Duly Authorized Representative)
|
By:
|
/s/ Patrick Sheaffer
Patrick Sheaffer
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
|
By:
|
/s/ Ronald A. Wysaske
Ronald A. Wysaske
President and Chief Operating Officer
Director
|
|
|
|
|
Date:
|
June 5, 2017
|
Date:
|
June 5, 2017
|
By: | /s/ Kevin J. Lycklama | By: | /s/ Bess R. Wills |
Kevin J. Lycklama | Bess R. Wills | ||
Executive Vice President and | Director | ||
Chief Financial Officer | |||
(Principal Financial and Accounting Officer) | |||
Date: | June 5, 2017 | Date: | June 5, 2017 |
By: | /s/ Gary R. Douglass | By: | /s/ Bradley J. Carlson |
Gary R. Douglass | Bradley J. Carlson | ||
Director | Director | ||
Date: | June 5, 2017 | Date: | June 5, 2017 |
By: | /s/ John A. Karas | By: | /s/ Jerry C. Olson |
John A. Karas | Jerry C. Olson | ||
Director | Director | ||
Date: | June 5, 2017 | Date: | June 5, 2017 |
By: | /s/ Gerald L. Nies | By: | /s/ David Nierenberg |
Gerald L. Nies | David Nierenberg | ||
Director | Director | ||
Date: | June 5, 2017 | Date: | June 5, 2017 |
Exhibit 32 |
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Exhibit 101 |
The following materials from Riverview Bancorp, Inc.'s Annual Report on Form 10-K for the year ended March 31, 2017, formatted in Extensible Business Reporting Language (XBRL): (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income (Loss); (d) Consolidated Statements of Equity; (e) Consolidated Statements of Cash Flows; and (f) Notes to Consolidated Financial Statements
|
1. |
At-Will
Employment
. The Bank will continue to employ Executive, subject to the terms and conditions set forth in this Agreement. The employment is "at will." Notwithstanding the term of this Agreement, the Bank may terminate Executive's employment at any time for any lawful reason or for no reason at all, subject to the provisions of this Agreement.
|
(a) |
Term
. The term of this Agreement begins on the Effective Date and ends on ______________________, subject to extension as provided in subsection (b) below.
|
(b) |
Extension
. At any time during the term of this Agreement, the Bank's Board of Directors (the "
Board
") may elect to extend the term of this Agreement. If the Board elects to extend this Agreement, the term of this Agreement shall be extended through September 30 of the third calendar year following the year in which the Agreement is extended. This Agreement may be extended any number of times in a similar manner.
|
3. |
Position
. Executive will serve as the Bank's___________________ or such other position at the same grade level as the Bank may designate from time to time. Executive also agrees to serve, if elected, as an officer and/or director of the Company or any of its affiliates. Executive will faithfully and diligently perform the duties that are normal and customary to the position, as well as those duties assigned from time to time by the Board and/or the Bank's Chief Executive Officer (the "
CEO
").
|
(a) |
Executive shall devote Executive's best efforts, energies, and skills to the position and shall not engage in any business or employment activity that is not on the Company's behalf (whether or not pursued for gain or profit), except for:
|
(1) |
Activities described in Section 10(c), or that are approved in writing in advance by the Bank's Board; and
|
(2) |
Passive investments that do not involve Executive providing any advice or services to the businesses in which the investments are made.
|
(b) |
Executive agrees to act in accordance with the laws of the State of Washington and the federal government and pursuant to the general guidelines and directions as established from time to time by the Company.
|
(c) |
The Company anticipates that Executive will be active in community associations in the Company's market area.
|
(a) |
Base Salary
. For services performed under this Agreement, Executive's annual base salary as of the Effective Date is $______________ (the "
Base Salary
"). The Base Salary will be paid in accordance with the Bank's regular payroll schedule. Executive's Base Salary shall be reviewed at least annually and may be increased by the Bank in its sole discretion.
|
(b) |
Incentive Compensation
. In addition to the Base Salary, Executive will participate in the Bank's Salary at Risk Program and any successor incentive compensation plans ("
Incentive Compensation
").
|
(c) |
Other Benefits
. During the term of this Agreement, Executive shall be entitled to receive all employee benefits the Bank provides to its employees generally.
|
(d) |
Reimbursable Expenses
. Executive is authorized to receive reimbursement for reasonable expenses incurred in performing Executive's duties and in promoting the business of the Company, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established from time to time by the Bank.
|
(e) |
Vacation
. Executive shall be entitled to paid vacation according to the Bank's Personnel Policy Manual.
|
(f) |
Indemnification
. The Company shall provide Executive (including Executive's heirs, executors and administrators) with coverage under a standard directors' and officers' liability insurance policy at its expense, and, with respect to any claims not covered by that policy, shall indemnify Executive (and Executive's heirs, executors and administrators) to the fullest extent permitted under law against all expenses and liabilities reasonably incurred by Executive in connection with or arising out of any action, suit or proceeding brought by a third party against the Company in which Executive may be involved by reason of having been a director or officer of the Company or any of its affiliates (whether or not Executive continues to be a director or officer at the time of incurring those expenses or liabilities). Such indemnification shall include, but shall not be limited to, expenses and liabilities arising out of any claims by a third party that
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Executive violated any employment or non-solicitation agreement with a former employer by approaching current employees of that former employer to become employees of the Company. Those expenses and liabilities include, but are not limited to, court costs, attorneys' fees and expenses, judgments and reasonable settlement costs.
|
6. |
Definitions
.
|
(a) |
"
Cause
."
|
(1) |
Grounds for Termination.
Cause for termination of employment means the occurrence of any one or more of the following:
|
(A) |
Conviction of any felony or of any crime in connection with Executive's duties;
|
(B) |
Removal of Executive from office or permanent prohibition of Executive from participating in the conduct of the Company's affairs by an order issued by a bank regulatory authority;
|
(C) |
Willful misfeasance, gross negligence, conduct involving dishonesty, or a material breach of a fiduciary duty in the performance of Executive's duties;
|
(D) |
Conduct significantly harmful to the Company, including but not limited to public disparagement of the Company or any affiliate of the Company, intentional violation of law or of any significant policy or procedure of the Company;
|
(E) |
Refusal or failure to act in accordance with any lawful stipulation, requirement or directive of the Board or CEO; or
|
(F) |
Chronic drug or alcohol abuse.
|
(2) |
Procedure for Termination.
Termination for Cause will be automatic upon the occurrence of an incident under paragraph (1)(A) or (B) above. Otherwise, the Board may not terminate Executive's employment for Cause unless:
|
(A) |
With respect to incidents under paragraph (1)(C), (D), (E) or (F):
|
(i) |
Executive is given reasonable written notice (in no event less than five business days' notice) of the Board meeting called to make that determination; and
|
(ii) |
Executive and Executive's legal counsel are given the opportunity to address that meeting.
|
(B) |
In addition, with respect to incidents under paragraph (1)(E) or (F) only, Executive is first given:
|
(i) |
Written notice by the Board or CEO specifying in detail the performance issues; and
|
(ii) |
A reasonable opportunity to cure the issues specified in the notice.
|
(b) |
"
Good Reason
."
|
(1) |
Subject to paragraph (2) below, Good Reason for Executive's resignation means any one or more of the following occurring without Executive's consent:
|
(A) |
Reduction of Executive's Base Salary;
|
(B) |
A material reduction in Executive's opportunity to receive incentive‑based compensation as compared to the opportunity under the Salary at Risk Program or such other incentive based compensation program as in effect as of the Effective Date or the current renewal date of this Agreement, as applicable, unless that reduction applies generally to all executive officers at the Executive's grade level;
|
(C) |
A material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date or the current renewal date of this Agreement, as applicable, unless that reduction applies generally to all executive officers at the Executive's grade level; or
|
(D) |
A relocation or transfer of Executive's principal place of employment that would require Executive to commute on a regular basis more than 25 miles each way from the main business office of the Company as of the Effective Date.
|
(2) |
To resign for Good Reason, Executive must give the Bank:
|
(A) |
Written notice of resignation not more than ninety (90) days after the initial occurrence of the circumstances giving rise to Executive's intended resignation for Good Reason; and
|
(B) |
A reasonable opportunity of at least thirty (30) days in which to cure those circumstances.
|
7. |
Severance Benefits
.
|
(a) |
Payment of Accrued Salary and Benefits.
Upon termination of Executive's employment for any reason, Executive will receive payments for all Base Salary
|
and benefits accrued as of the date of Executive's termination, which shall be paid in accordance with applicable law. All further compensation and benefits shall terminate as of the date of termination, except as otherwise required by law (e.g., COBRA coverage) or as provided in subsection (c) or (d) below.
|
(b) |
Termination for Cause or Without Good Reason
. If Executive's employment is terminated by the Bank for Cause or by Executive without Good Reason, Executive will have no right to receive additional compensation past the date of termination and will have no right to any unpaid Incentive Compensation.
|
(c) |
Termination Without Cause or for Good Reason
.
|
(1) |
If Executive's employment is terminated by the Bank without Cause or by Executive with Good Reason, the Bank will pay Executive (or in the event of Executive's subsequent death, Executive's beneficiaries or estate) a severance benefit (the "
Severance Benefit
") in an aggregate amount equal to:
|
(A) |
___ months of Executive's monthly Base Salary (based on the Executive's Base Salary as of the date of termination of employment);
|
(B) |
Any Incentive Compensation not yet paid based on the fiscal year that ended immediately before the date of termination;
|
(C) |
Prorated Incentive Compensation for the fiscal year in which the termination occurs based on performance through the month ended before the date of termination; and
|
(D) |
Continued coverage under the Bank's then existing benefit plans for life insurance, medical and disability insurance for the number of months stated in subparagraph (A) above following the termination of employment; provided, however, that if the Bank's benefit plans do not permit continued participation by Executive following termination of employment, the Bank shall include in the Severance Benefit an amount equal to the premiums (estimated in good faith by the Bank) that the Bank would have paid under those benefit plans for Executive's continued participation for the number of months stated under subparagraph (A) above.
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(2) |
Subject to the restrictions in paragraph (3) below, the Severance Benefit will be paid in a lump sum within ten (10) days of termination of Executive's employment or, if later, the day after the expiration of the revocation period as described in Section 8(a) below.
|
(3) |
Payment of the Severance Benefit will be subject to the following conditions:
|
(A) |
All payroll tax withholding and other deductions required by law;
|
(B) |
The limitations in Section 8 below; and
|
(C) |
If the Severance Benefit is subject to § 409A of the Internal Revenue Code of 1986, as amended, (the "
Code
") and Executive is deemed to be a "specified employee" within the meaning of Code § 409A(a)(2)(B)(i), the lump-sum payment will not be made until the seventh month following termination of employment.
|
(d) |
Change in Control Benefits
.
|
(1)
|
If Executive's employment terminates under circumstances that qualify as a payment event under the Change In Control Agreement between the Company and Executive, as amended, (the "
C‑I‑C Agreement
"), Executive will receive:
|
(A)
|
Only those payments under this Agreement that are payable under subsection (a) above; and
|
(B)
|
The benefits payable in accordance with the terms and conditions of the C‑I‑C Agreement in lieu of those payable under subsection (c) above.
|
(2)
|
If Executive's employment terminates under circumstances that do not qualify as a payment event under the C‑I‑C Agreement (e.g., because the change in beneficial ownership is not large enough to qualify as a change in control as defined under the C‑I‑C Agreement or because the termination occurs after the period of time covered by that agreement), the compensation and benefits payable to Executive upon termination of employment will be determined solely under this Section 7.
|
(e)
|
Disability
.
|
(1)
|
If Executive becomes disabled as defined in the Bank's then current long‑term disability plan (or, if no such plan is then in effect, if Executive is permanently and totally disabled within the meaning of Code § 22(e)(3) as determined by a physician designated by the Bank), Executive's employment will terminate and the Bank will pay Executive, as disability pay and in lieu of the Severance Benefit, a monthly payment equal to seventy‑five percent (75%) of Executive's bi-weekly rate of Base Salary.
|
(2)
|
These disability payments will continue for the period of time (the "
Disability Payment Period
") that commences on the effective date of Executive's termination for disability and ends on the earliest of the:
|
(A)
|
Executive's full-time employment with another employer;
|
(B)
|
Executive's death; or
|
(C)
|
Expiration of the period of time stated in subsection (c)(1)(A) above.
|
(3)
|
The disability pay shall be reduced by the amount, if any, paid to Executive under any plan of the Bank providing disability benefits to Executive or any compensation paid to Executive as a result of subsequent reemployment of Executive by the Bank during the remaining term of the Disability Payment Period.
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(4)
|
During the Disability Payment Period, the Bank will, if possible, continue Executive's life, medical, dental, and disability coverage on the policies in existence before Executive's termination for disability. If the Bank is unable to continue the policy coverage, the Bank will pay Executive, within 30 days of the date it is determined continued coverage is not possible, a cash amount equal to the premiums that the Bank would have paid for such coverage for the remainder of the Disability Payment Period, based on the premium amounts paid immediately before termination of the insurance coverage.
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8. |
Limitations on Benefit Payments
.
|
(a) |
Release of Claims
. Executive's receipt of the Severance Benefit is conditioned on Executive having executed a separation agreement in substantially the form attached hereto as Exhibit A (the "
Separation Agreement
") and the revocation period having expired without Executive having revoked the Separation Agreement. If the combined consideration and revocation periods (as defined in Sections 15 and 16 of the Separation Agreement) overlap two calendar years, the payment will be made in the later of the two years (irrespective of the year in which the Separation Agreement is effective and irrevocable) resulting in taxation to Executive in the second calendar year.
|
(b) |
Compliance with Material Terms.
Receipt of the Severance Benefit is further conditioned on Executive not being in violation of any material term of this Agreement or in violation of any material term of the Separation Agreement.
|
(c) |
Regulatory Limitation
. The Company shall make no payment of any benefit provided for under this Agreement to the extent that the payment would be prohibited by applicable banking regulations or any regulatory order. If the payment is prohibited, the Company shall use its best efforts to secure the consent
|
of the banking regulator to make the payment in the highest amount permissible, up to the amount provided for in this Agreement.
|
9. |
Restrictive Covenants
.
|
(a) |
Confidential Information
.
|
(1) |
Executive acknowledges that, in the course of Executive's employment, Executive will or may have or obtain knowledge of confidential information and other secrets concerning the Company and its business, plans and strategies, its actual and prospective customers, and other matters which are valuable to the Company and which the Company does not want disclosed ("
Confidential Information
").
|
(2) |
Executive will not, during and after the term of this Agreement, disclose to any other person or entity any Confidential Information concerning the Company, its business operations or customers, or use for Executive's own purposes or permit or assist others in the use of such confidential information, unless:
|
(A) |
Bancorp's Board of Directors consents to the use or disclosure of the information;
|
(B) |
The use or disclosure is consistent with Executive's duties under this Agreement; or
|
(C) |
Disclosure is required by law or court order.
|
(b) |
Noncompetition
.
|
(1) |
Executive agrees not to Compete with the Company, for a one-year period following termination of employment for any reason, in any city, town, or county in which the Company has an office or branch or has filed an application for regulatory approval to establish an office or branch, determined as of the effective date of the termination of employment.
|
(2) |
The term "
Compete
" means being employed by or providing consulting or other services to, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Company.
|
(c) |
Nonsolicitation
.
|
(1) |
During employment and for a one-year period following termination of Executive's employment for any reason whatsoever, Executive will not solicit any Customer of the Bank or of any of the Bank's affiliates for services or products then provided by the Bank or any of its affiliates.
|
(2) |
"
Customers
" are:
|
(A) |
All customers serviced by the Bank or any of the Bank's affiliates at any time within 12 months before termination of Executive's employment;
|
(B) |
All customers and potential customers whom the Bank or the Bank's affiliates, with the knowledge or participation of Executive, actively solicited at any time during the 12 months before termination of Executive's employment; and
|
(C) |
All successors, owners, directors, partners and management personnel of the Customers described in subparagraph (A) or (B) above.
|
(d) |
Nonraiding of Employees
.
|
(1) |
Executive recognizes that the workforce of the Bank and its affiliates are a vital part of the Company's business. Therefore, Executive agrees that for 12 months following termination of Executive's employment for any reason whatsoever, Executive will not directly or indirectly recruit or solicit any Employee to leave his or her employment with the Bank or any of the Bank's affiliates.
|
(2) |
Without limiting the foregoing, Executive will not:
|
(A) |
Disclose to any third party the names, backgrounds, or qualifications of any of the Employees or otherwise identify them as potential candidates for employment; or
|
(B) |
Personally or through any other person approach, recruit, interview or otherwise solicit Employees to work for any other employer.
|
(3) |
"
Employees
" are all employees working for the Bank or any of the Bank's affiliates at the time of termination of Executive's employment.
|
(e) |
Injunctive Relief
. Executive acknowledges that it is impossible to measure in money the damages that the Company will incur if Executive fails to observe the covenants in this Section 9 (the "
Restrictive Covenants
") and, therefore, Executive agrees that:
|
(1) |
The Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining Executive from committing any breach or threatened breach of the Restrictive Covenants;
|
(2) |
If the Company is required to post a bond in order to secure an injunction or other equitable remedy, that bond shall be no more than a nominal amount;
|
(3) |
Executive waives any claim or defense that an adequate remedy at law is available to the Company; and
|
(4) |
These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity.
|
(f) |
Reasonableness
. The parties agree that:
|
(1) |
This Agreement in its entirety, and in particular the Restrictive Covenants, is reasonable both as to time and scope;
|
(2) |
The Restrictive Covenants are necessary for the protection of the Company's business and goodwill;
|
(3) |
The Restrictive Covenants are not any greater than are reasonably necessary to secure the Company's business and goodwill;
|
(4) |
The degree of injury to the public due to the loss of the service and skill of Executive or the restrictions placed upon Executive's opportunity to make a living with Executive's skills upon enforcement of those covenants, does not and will not warrant non-enforcement of those restraints; and
|
(5) |
If the scope of the Restrictive Covenants is adjudged too broad to be capable of enforcement, then the parties authorize that court or arbitrator to narrow the Restrictive Covenants so as to make them capable of enforcement, given all relevant circumstances, and to enforce them to the fullest extent allowed.
|
(g) |
Survival
. This Section shall survive the termination of this Agreement.
|
10. |
Creative Work
.
|
(a) |
Except as provided in Section 10(c), below, Executive agrees that all creative work and work product, including but not limited to all technology, business management tools, processes, software, patents, trademarks and copyrights developed by Executive during employment with the Company, regardless of when or where such work or work product was produced, constitutes work made for hire, all rights of which are owned by the Company.
|
(b) |
Except as provided in Section 10 (c), below, Executive hereby assigns to the Company all rights, title, and interest, whether by way of copyrights, trade secret, trademark, patent, or otherwise, in all such work or work product, regardless of whether it is subject to protection by patent, trademark or copyright laws.
|
(c) |
The provisions of this Section 10 shall not apply to: (1) any publications written in whole or in part by Executive and published by Bureau of National Affairs, the American Bar Association, or the successors or assigns of either; and (2) any work product created as a result of presentations made or articles written by Executive.
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11. |
Return of Company Property
.
When Executive ceases for any reason to be employed by the Bank:
|
(a) |
Executive must immediately return to the Company:
|
(1) |
All keys, pass cards, identification cards and any other property of the Company, and disclose all computer user identifications and passwords used by Executive in the course of employment or necessary for accessing information on the Company's computer system; and
|
(2) |
All originals and copies (whether in hard copy, electronic or other form) of any documents, drawings, notes, memoranda, designs, devices, diskettes, tapes, manuals and specifications which constitute Confidential Information or proprietary information or material of the Company.
|
(b) |
The obligations in this Section include the return of documents and other materials that may be in Executive's desk at work, Executive's car or place of residence, or in any other location under Executive's control.
|
12. |
Dispute Resolution
.
|
(a) |
Arbitration
.
|
(1) |
The parties agree to submit any dispute arising under this Agreement, regardless of the nature of the dispute or the legal concepts involved, to final, binding, private arbitration in Vancouver, Washington. Disputes subject to arbitration include not only disputes involving the meaning or performance of this Agreement, but disputes about its negotiation, drafting or execution.
|
(2) |
The dispute will be determined by a single arbitrator and governed by then existing rules of arbitration procedure in Clark County Superior Court except as set forth in this Section. Instead of filing a civil complaint in Clark County Superior Court, a party will commence the arbitration process by noticing the other party. The parties will choose an arbitrator who specializes in employment conflicts from the arbitration list for Clark County Superior Court. If the parties are unable to agree on an arbitrator within ten (10) days of receipt of the list of arbitrators, each party will select one attorney from the list, and those two attorneys shall select the arbitrator from the list. Each of the two selecting attorneys will then conclude their services and be compensated by the party who selected that attorney, subject to recovery of those fees under subsection (b) below.
|
(3) |
The arbitrator may charge his or her standard arbitration fees rather than the fees prescribed in Clark County Superior Court arbitration procedures.
|
(4) |
Subject to the limitations under Section 13(i), the arbitrator will have full authority to determine all issues, including arbitrability, to award any remedy, including permanent injunctive relief, and to determine any
|
request for attorneys' fees, costs and expenses in accordance with subsection (b) below.
|
(5) |
There shall be no right of review in court. The arbitrator's award may be reduced to final judgment or decree in Clark County Superior Court.
|
(b) |
Expenses/Attorneys' Fees
. The prevailing party shall be awarded all costs and expenses of the proceeding, including but not limited to, attorneys' fees, filing and service fees, witness fees and arbitrator's fees. If arbitration is commenced, the arbitrator will be required to name the prevailing party and will have full authority and complete discretion to make that determination and the amount of costs and expenses to be awarded. The prevailing party shall be entitled to recover any reasonable attorneys' fees and other costs and expenses it incurs in enforcing or collecting an arbitration award.
|
13. |
Miscellaneous
.
|
(a) |
Notices
. Any notice to be delivered under this Agreement shall be given in writing and shall be deemed delivered when received or three days after mailing, by certified mail, postage prepaid, addressed to the CEO or to Executive at Executive's last known address on the records of the Bank, if mailed. Either party may designate an address for notices by written notice to the other.
|
(b) |
Governing Law
. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Washington.
|
(c) |
Amendment/Waiver
.
|
(1) |
This Agreement may not be amended, released, discharged, abandoned, changed or modified in any manner, except by an instrument in writing signed by each of the parties hereto.
|
(2) |
The failure of any party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part of it or the right of any party to enforce each and every such provision. No waiver or any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.
|
(d) |
Severability
. If any provision of this Agreement is held by a court or arbitrator to be invalid or unenforceable, the remaining provisions shall continue to be fully effective. If any part of this Agreement is held to be unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law. The unenforceability of any provision in this Agreement in any jurisdiction shall not affect the enforceability of any provision of this Agreement in any other jurisdiction.
|
(e) |
Entire Agreement
. This Agreement represents the entire agreement between the parties regarding the matters addressed in this Agreement and together with the
|
Bank's Personnel Policy Manual governs the terms of Executive's employment. Where there is a conflict between this Agreement and the Personnel Policy Manual, the terms of this Agreement shall govern. This Agreement supersedes any other prior oral or written employment agreement between the parties. This Agreement does not supersede any incentive compensation agreement (including stock option agreements) and/or the Change in Control Agreement entered into separately by the parties to this Agreement.
|
(f) |
Code § 409A Compliance
. If the Company or Executive believes, at any time, that this Agreement does not comply with Code § 409A, it will promptly advise the other party, and both parties will negotiate reasonably and in good faith to amend the terms of the Agreement so that it complies with the most limited possible economic effect on the Company and Executive.
|
(g) |
Assignment; Death; Binding Effect
.
|
(1) |
Executive shall not assign or transfer any of Executive's rights under this Agreement, wholly or partially, to any other person or to delegate the performance of the Executive's duties under the terms of this Agreement.
|
(2) |
Upon Executive's death, no death benefit is payable under this Agreement other than benefits that were already in pay status at the date of death. Executive's rights under this Agreement with respect to any benefits earned before the date of death shall inure to Executive's heirs, executors, administrators or personal representatives.
|
(3) |
The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding in each and every respect upon the direct and indirect successors and assigns of the Company, regardless of the manner in which the successors or assigns succeed to the interests or assets of the Company. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company, by any merger, consolidation or acquisition where the Company is not the surviving corporation, by any transfer of all or substantially all of the Company's assets, or by any other change in the Company's structure or the manner in which the Company's business or assets are held. Executive's employment shall not be deemed terminated upon the occurrence of one of the foregoing events. In the event of any merger, consolidation or transfer of assets, this Agreement shall be binding upon and shall inure to the benefit of the surviving corporation or the corporation to which the assets are transferred.
|
(h) |
Survival
. If any benefits provided to Executive under this Agreement are still owed, or claims under the Agreement are still pending at the time of termination of this Agreement, this Agreement shall continue in force with respect to those obligations or claims, until those benefits are paid in full or those claims are resolved in full. The Restrictive Covenants and dispute resolution provisions of
|
this Agreement shall survive the termination of this Agreement and shall be enforceable regardless of any claim Executive may have against the Company.
|
(i)
|
Board's Authority.
|
(1) |
The Board has the authority to interpret and construe the provisions of this Agreement, including the attached Separation Agreement. However, with respect to any decision of the Board regarding Executive's benefits under this Agreement or the attached Separation Agreement (including eligibility for benefits, the calculation of benefits or the forfeiture of benefits), the burden of proof shall be on the Board and that decision shall be:
|
(C) |
Made by the affirmative vote of at least three fourths of the Board.
|
(2) |
An arbitrator or a court reviewing such a decision by the Board shall make its own independent decision and not grant deference to the Board's decision.
|
(j) |
Joint and Several Obligations.
Bancorp and the Bank will be jointly and severally liable for the payment obligations under this Agreement.
|
(1) |
If Executive is suspended and/or temporarily prohibited from participating in the conduct of the Company's affairs by a notice served under § 8(e)(3) or (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(3) and (g)(1), the Company's obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may in its discretion:
|
(A) |
Pay Executive all or part of the payments under this Agreement that were withheld while its obligations under this Agreement were suspended; and/or
|
(B) |
Reinstate in whole or in part any of its obligations which were suspended.
|
(2) |
If Executive is removed and/or permanently prohibited from participating in the conduct of the Company's affairs by an order issued under § 8(e)(4) or (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(4) and (g)(1), Executive shall be terminated for Cause as of the effective date of the order.
|
(3) |
If the Company is in default (as defined in § 3(x)(1) of the FDIA, 12 U.S.C. § 1813(x)(1)), all further obligations under this Agreement shall terminate as of the date of default.
|
(4) |
This Agreement may be terminated entirely or suspended for a period of time by the applicable banking regulatory authority, or as otherwise required by law, if:
|
(A) |
The Federal Deposit Insurance Corporation ("
FDIC
") enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in § 13(c) of the FDIA, 12 U.S.C. § 1823(c);
|
(B) |
The applicable banking regulatory authority approves a supervisory merger to resolve problems related to the operation of the Company; or
|
(C) |
The applicable banking regulatory authority determines the Company is in an unsafe or unsound condition.
|
(5) |
The Severance Benefit and the indemnification rights granted under Section 5(f), are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and FDIC regulation 12 C.F.R. Part 359, "Golden Parachute and Indemnification Payments."
|
14. |
Advice of Counsel
. Executive acknowledges that, in executing this Agreement, Executive has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation of its provisions.
|
RIVERVIEW COMMUNITY BANK
|
RIVERVIEW BANCORP, INC. |
|
|
By: ______________________________________
|
By: ______________________________________
|
|
|
Title: _____________________________________
|
Title: _____________________________________
|
Date: _____________________________________
|
Date: _____________________________________
|
1. |
Termination of Employment
. Your employment terminates (or was terminated) on _______________, 20___ (the "
Separation Date
").
|
2. |
Payments
. In exchange for your agreeing to the release of claims and other terms in this Separation Agreement, we will pay you the Severance Benefit specified in Section 7 of the Employment Agreement between you and Riverview dated __________________ (the "
Employment Agreement
"), which is incorporated herein by reference. You acknowledge that we are not obligated to make these payments to you unless you comply with the Restrictive Covenants in Section 9 of the Employment Agreement and otherwise comply with the material terms of the Employment Agreement and of this Separation Agreement.
|
3. |
COBRA Continuation Coverage
. Your normal employee participation in Riverview's group health coverage will terminate on the Separation Date or, if provided under the group health plan, the last day of the month in which the Separation Date occurs. Continuation of group health coverage thereafter will be made available to you and your dependents pursuant to federal law (COBRA). Continuation of group health coverage after the Separation Date is entirely at your expense, as provided under COBRA.
|
4. |
Termination of Benefits
. Except as provided in Section 3 above, your participation in all employee benefit plans and programs ends (or ended) on the Separation Date or as otherwise provided in those plans. Your rights under any benefit or other plans in which you may have participated will be determined in accordance with the written plan documents governing those plans.
|
5. |
Full Payment
. You acknowledge having received full payment of all compensation of any kind (including wages, salary, paid time off, sick leave, commissions and incentive compensation) that you earned as a result of your employment by us and that was owing to you as of the Separation Date.
|
6. |
No Further Compensation
. Any and all agreements to pay you bonuses or other incentive compensation are terminated. You understand and agree that you have no right to receive any further payments for bonuses or other incentive compensation. We owe you no further compensation or benefits of any kind, except as described in Section 2 above.
|
7. |
Release of Claims
.
|
(a) |
You hereby release:
|
(1) |
Riverview and its affiliates and benefit plans (each, including Riverview, a "
Riverview Affiliate
");
|
(2) |
Each of the Riverview Affiliates' past and present shareholders, executives, directors, officers, agents, employees, representatives, administrators, fiduciaries and attorneys; and
|
(3) |
The predecessors, successors, transferees and assigns of each of such persons and entities, from any and all claims of any kind, known or unknown, that arose on or before the date you signed this Separation Agreement.
|
(b) |
The claims you are releasing include, without limitation, claims of wrongful termination, claims of constructive discharge, claims arising out of employment agreements, representations or policies related to your employment, claims arising under federal, state or local laws or ordinances prohibiting discrimination or harassment or requiring accommodation on the basis of age, race, color, national origin, religion, sex, disability, marital status, sexual orientation or any other status, claims of failure to accommodate a disability or religious practice, claims for violation of public policy, claims of retaliation, claims of failure to assist you in applying for future position openings, claims of failure to hire you for future position openings, claims for wages or compensation of any kind (including overtime claims), claims of tortious interference with contract or expectancy, claims of fraud or negligent misrepresentation, claims of breach of privacy, defamation claims, claims of intentional or negligent infliction of emotional distress, claims of unfair labor practices, claims arising out of any claimed right to stock or stock options or other equity interests, claims for attorneys' fees or costs, and any other claims that are based on any legal obligations that arise out of or are related to your employment relationship with us.
|
(c) |
You specifically waive any rights or claims that you may have under Title 49 of the Revised Code of Washington, the Civil Rights Act of 1964 (including Title VII of that Act), the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967 (ADEA), the Americans with Disabilities Act of 1990 (ADA), the Fair Labor Standards Act of 1938 (FLSA), the Family and Medical Leave Act of 1993 (FMLA), the Worker Adjustment and Retraining Notification Act (WARN), the Employee Retirement Income Security Act of 1974 (ERISA), the National Labor Relations Act (NLRA), and all similar federal, state and local laws.
|
(d) |
You agree not to seek any personal recovery (of money damages, injunctive relief or otherwise) for the claims you are releasing in this Separation Agreement, either through any complaint to any governmental agency or otherwise, whether
|
individually or through a class action. You agree never to start or participate as a plaintiff in any lawsuit or arbitration asserting any of the claims you are releasing in this Separation Agreement. You represent and warrant that you have not initiated any complaint, charge, lawsuit or arbitration involving any of the claims you are releasing in this Separation Agreement.
|
(e) |
Should you apply for future employment with a Riverview Affiliate, the Riverview Affiliate has no obligation to consider you for future employment.
|
(f) |
You represent and warrant that you have all necessary authority to enter into this Separation Agreement (including, if you are married, on behalf of your marital community) and that you have not transferred any interest in any claims to your spouse or to any third party.
|
(g) |
This Separation Agreement does not affect your rights arising under any of the Bank's benefit plans through the Separation Date or afterwards under the terms of those plans to receive pension plan benefits, medical plan benefits, unemployment compensation benefits or workers' compensation benefits.
|
(h) |
This Separation Agreement also does not affect your rights under agreements, bylaw provisions, insurance or otherwise, to be indemnified, defended or held harmless in connection with claims that may be asserted against you by third parties.
|
(i) |
You understand that you are releasing potentially unknown claims, and that you have limited knowledge with respect to some of the claims being released. You acknowledge that there is a risk that, after signing this Separation Agreement, you may learn information that might have affected your decision to enter into this Separation Agreement. You assume this risk and all other risks of any mistake in entering into this Separation Agreement.
|
(j) |
You are giving up all rights and claims of any kind, known or unknown, except for the rights specifically given to you in this Separation Agreement.
|
(k) |
You agree that this release is fairly and knowingly made.
|
8. |
No Admission of Liability
. Neither this Separation Agreement nor the payments made under this Separation Agreement are an admission of liability or wrongdoing by any Riverview Affiliate.
|
9. |
Riverview Materials
. You represent and warrant that you have, or no later than the Separation Date will have, returned all keys, credit cards, documents and other materials that belong to us, and disclosed all computer user identifications and passwords used by you in the course of your employment or necessary for accessing information on our computer system, in accordance with Section 11 of the Employment Agreement, which is incorporated herein by reference.
|
10. |
Nondisclosure Agreement
. You will comply with the covenant regarding confidential information in Section 9(a) of the Employment Agreement, which covenant is incorporated herein by reference.
|
11. |
No Disparagement
. You may not disparage any Riverview Affiliate or its business or products, and may not encourage any third parties to sue a Riverview Affiliate.
|
12. |
Cooperation Regarding Other Claims
. If any claim is asserted by or against a Riverview Affiliate as to which you have relevant knowledge, you will reasonably cooperate with us in the prosecution or defense of that claim, including by providing truthful information and testimony as reasonably requested by us.
|
13. |
Noncompetition; Nonsolicitation; No Interference
. You will comply with Section 9(b), 9(c) and 9(d) of the Employment Agreement, incorporated herein by reference, and Riverview will have the right to enforce those provisions under the terms of Section 9(e) of the Employment Agreement, incorporated herein by reference. Following the expiration of the covenants referenced in the preceding sentence, you will not, apart from good faith competition, interfere with any Riverview Affiliate's relationships with customers, employees, vendors, or others.
|
14. |
Independent Legal Counsel
. You are advised and encouraged to consult with an attorney before signing this Separation Agreement. You acknowledge that you have had an adequate opportunity to do so.
|
15. |
Consideration Period
. You have 21 days from the date this Separation Agreement is given to you to consider this Separation Agreement before signing it. You may use as much or as little of this 21-day period as you wish before signing. If you do not sign and return this Separation Agreement within this 21-day period, you will not be eligible to receive the benefits described in this Separation Agreement.
|
16. |
Revocation Period and Effective Date
. You have 7 calendar days after signing this Separation Agreement to revoke it. To revoke this Separation Agreement after signing it, you must deliver a written notice of revocation to the Bank's Chief Executive Officer before the 7-day period expires. This Separation Agreement shall not become effective until the 8th calendar day after you sign it. If you revoke this Separation Agreement, it will not become effective or enforceable, and you will not be entitled to the benefits described in this Separation Agreement.
|
17. |
Governing Law
. This Separation Agreement is governed by the laws of the State of Washington that apply to contracts executed and to be performed entirely within the State of Washington.
|
18. |
Dispute Resolution
. Any dispute arising under this Agreement shall be subject to arbitration in accordance with Section 12 of the Employment Agreement, as modified by Section 13(i) of the Employment Agreement, which sections are specifically incorporated by reference, in their entirety, in this Agreement.
|
19. |
Saving Provision
. If any part of this Separation Agreement is held to be unenforceable, it shall not affect any other part. If any part of this Separation Agreement is held to be unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law.
|
20. |
Final and Complete Agreement
. Except for the Employment Agreement and/or the Change in Control Agreement, which are expressly incorporated herein by reference, this Separation Agreement is the final and complete expression of all agreements between us on all subjects related to your employment or its termination and supersedes and replaces all prior discussions, representations, agreements, policies and practices. You acknowledge you are not signing this Separation Agreement relying on anything not set out herein.
|
(a) |
Term.
The term of this Agreement begins on the Effective Date and ends on ___________________, subject to extension as provided in subsection (b) below.
|
(b) |
Extensions.
At any time during the term of this Agreement, Bancorp's Board of Directors may elect to extend the term of this Agreement. If the Board of Directors elects to extend this Agreement, the term of this Agreement shall be extended through September 30 of the third calendar year following the year in which the Agreement is extended. This Agreement may be extended any number of times in a similar manner.
|
2. |
Definitions
.
|
(a) |
"
Cause
."
|
(1) |
Grounds for Termination.
Cause for termination of employment means the occurrence of any one or more of the following:
|
(A) |
Conviction of any felony or of any crime in connection with Executive's duties;
|
(B) |
Removal of Executive from office or permanent prohibition of Executive from participating in the conduct of the Company's affairs by an order issued by a bank regulatory authority;
|
(C) |
Willful misfeasance, gross negligence, conduct involving dishonesty, or a material breach of a fiduciary duty in the performance of Executive's duties;
|
(D) |
Conduct significantly harmful to the Company, including but not limited to public disparagement of the Company or any affiliate of the Company, intentional violation of law or of any significant policy or procedure of the Company; or
|
(E) |
Refusal or failure to act in accordance with any lawful stipulation, requirement or directive of the Trust's Board of Directors or Chief Executive Officer.
|
(2) |
Procedure for Termination.
Termination for Cause will be automatic upon the occurrence of an incident under paragraph (1)(A) or (B) above. Otherwise, the Trust's Board of Directors may not terminate Executive's employment for Cause unless:
|
(i) |
Executive is given reasonable written notice (in no event less than five business days' notice) of the Trust's Board of Director's meeting called to make that determination; and
|
(ii) |
Executive and Executive's legal counsel are given the opportunity to address that meeting.
|
(B) |
In addition, with respect to incidents under paragraph (1) (C) or (E) only, Executive is first given:
|
(i) |
Written notice by the Trust's Board of Directors or Chief Executive Officer specifying in detail the performance issues; and
|
(ii) |
A reasonable opportunity to cure the issues specified in the notice.
|
(1) |
Subject to paragraph (2) below, Good Reason for Executive's resignation means any one or more of the following occurring without Executive's consent:
|
(A) |
Reduction of Executive's base salary as in effect immediately prior to the Change in Control (as defined in subsection (c) below);
|
(B) |
A material reduction in Executive's opportunity to receive incentive-based compensation as compared to the opportunity under the Salary at Risk Program or such other incentive-based compensation program as in effect immediately prior to the Change in Control;
|
(C) |
A material reduction in the benefits and perquisites to Executive from those being provided immediately prior to the Change in Control;
|
(D) |
A relocation or transfer of Executive's principal place of employment that would require Executive to commute on a regular basis more than 15 miles each way from the main business office of the Company as of the date of this Agreement or outside the State of Washington; or
|
(E) |
A change in Executive's position of employment such that Executive's functions, authority, duties or responsibilities are materially changed and, as a result of such change, are inappropriate in light of Executive's position prior to the change, Executive's previous employment experience, and Executive's career development.
|
(2) |
To resign for "Good Reason," Executive must give the Trust:
|
(A) |
Written notice of resignation not more than ninety (90) days after the initial occurrence of the circumstances giving rise to Executive's intended resignation for Good Reason; and
|
(B) |
A reasonable opportunity of at least thirty (30) days in which to cure those circumstances.
|
(c) |
"
Change in Control
"
means:
|
(1) |
The Trust, the Bank or Bancorp merges or consolidates with another corporation and as a result, less than 51% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were the holders of the Trust, the Bank or Bancorp's voting securities immediately before the merger or consolidation;
|
(2) |
Any person, entity, or group of persons or entities, other than through merger or consolidation, acquires a majority of the Trust, the Bank or Bancorp's outstanding common stock or substantially all of the Trust's, the Bank's or Bancorp's assets;
|
(3) |
The incumbent directors of either the Bank's or Bancorp's Board of Directors change for any reason by two or more members of that Board of Directors. The "incumbent directors" are those directors who are either:
|
(A) |
Directors on the Effective Date; or
|
(B) |
Elected, or nominated for election, to that Board of Directors by a majority vote of the members of that Board of Directors or the Nominating Committee of that Board of Directors who were directors on the Effective Date. However this subparagraph (B) does not include any director whose election came as a result of an actual or threatened election contest regarding the election or removal of directors or other actual or threatened solicitation of proxies relating to the election of directors of that Board of Directors; or
|
(4) |
Approval by Bancorp's, the Bank's or the Trust's shareholders of the Trust's complete liquidation, dissolution or sale to another entity.
|
3 . |
Change in Control Benefits
.
|
(a) |
Benefit Amount.
|
(1) |
Subject to the limitations under paragraph (2) below, if Executive's employment with the Trust is terminated by the Trust without Cause or is terminated by Executive with Good Reason, within the number of months stated under subparagraph (A) below after the effective date of a Change in Control, the Company shall pay Executive a severance benefit (the "
Change in Control Benefit
") equal to:
|
(A) |
___ months of Executive's monthly base salary (based on the higher of Executive's base salary as of the Change in Control or as of the date of termination of employment);
|
(B) |
Any incentive compensation earned from the Bank's Salary at Risk Program and/or any successor incentive compensation plans ("
Incentive Compensation
") not yet paid based upon the fiscal year that ended immediately before the date of the termination;
|
(C) |
Prorated Incentive Compensation for the fiscal year in which the termination occurs based on performance through the month ended before the date of termination; and
|
(D) |
Accelerated vesting to 100% on all stock options or restricted stock issued to Executive.
|
(2) |
The Change in Control Benefit shall not exceed the lesser of:
|
(A) |
2.99 times the sum of Executive's annual base salary in effect immediately prior to the Change in Control, plus an amount equal to the average annual Incentive Compensation and bonus earned by Executive for the three fiscal years preceding the Change in Control; or
|
(3) |
The Change in Control Benefit shall be subject to any withholding and payroll deduction requirements.
|
(b) |
Additional Benefits.
In the event Executive's employment with the Trust is terminated by the Trust without Cause or is terminated by Executive with Good Reason within the number of months stated in Section 3(a)(1)(A) after the effective date of a Change in Control, the Bank shall provide continued coverage under the then existing the Bank's benefit plans for life, medical and disability insurance for a period of three years following a termination of employment; provided, however, that if the Bank's benefit plans do not permit continued participation by Executive following termination of employment, the Company shall include in the lump-sum payment of the Change in Control Benefit under subsection (c) below an amount equal to the premiums (estimated in good faith by the Bank) that the Bank would have paid under such benefit plans for Executive's continued participation for a three‑year period.
|
(c) |
Payment of Benefit.
|
(1) |
Subject to paragraph (2) below, the Change in Control Benefit will be paid in a lump sum within 10 days of termination of Executive's employment or, if later, the day after the expiration of the revocation period as described in Section 4(a) below.
|
(a) |
Release of Claims.
Executive's receipt of the Change in Control Benefit and the additional benefits under Section 3 is conditioned on Executive having executed a separation agreement in substantially the form attached hereto as Exhibit A (the "
Separation
|
Agreement
") and the revocation period having expired without Executive having revoked the Separation Agreement. If the combined consideration and revocation periods (as defined in Sections 15 and 16 of the Separation Agreement) overlap two calendar years, the payment will be made in the later of the two years (irrespective of the year in which the Separation Agreement is effective and irrevocable) resulting in taxation to Executive in the second calendar year.
|
(b) |
Compliance with Material Terms.
Receipt of the Change in Control Benefit is further conditioned on Executive not being in violation of any material term of this Agreement or in violation of any material term of the Separation Agreement.
|
(c) |
"Excess Parachute Payment" Restrictions.
If the benefits under Section 3, either alone or together with other payments to which Executive is entitled to receive from the Company in connection with a Change in Control, would constitute an "excess parachute payment" as defined in Code § 280G, such benefits shall be reduced to the largest amount that will result in no portion of the benefits being subject to the excise tax imposed by Code § 4999. The determination of the amount of any reduction in the benefits pursuant to the foregoing provisions, shall be made by mutual agreement of the Trust and Executive, or if no agreement is possible, by Bancorp's outside independent accountants. Without limiting the foregoing, Executive may, to the extent possible and in Executive's sole discretion, choose from among the payments or benefits subject to limitation under this subsection and select the payments or benefits that are to be reduced.
|
(d) |
Regulatory Limitation.
The Company shall make no payment of any benefit provided for under this Agreement to the extent that the payment would be prohibited by applicable banking regulations or any regulatory order. If such payment is so prohibited, the Company shall use its best efforts to secure the consent of the banking regulator to make the payments in the highest amount permissible, up to the amount provided for in this Agreement.
|
5. |
Restrictive Covenants
.
|
(a) |
Confidential Information.
|
(1) |
Executive acknowledges that, in the course of Executive's employment, Executive will or may have or obtain knowledge of confidential information and other secrets concerning the Company and its business, plans and strategies, its actual and prospective customers, and other matters which are valuable to the Company and which the Company does not want disclosed ("
Confidential Information
").
|
(2) |
Executive will not, during and after the term of this Agreement, disclose to any other person or entity any Confidential Information concerning the Company, its business operations or customers, or use for Executive's own purposes or permit or assist others in the use of such confidential information, unless:
|
(A) |
Bancorp's Board of Directors consents to the use or disclosure of the information;
|
(B) |
The use or disclosure is consistent with Executive's duties under this Agreement; or
|
(C) |
Disclosure is required by law or court order.
|
(b) |
Nonsolicitation.
|
(1) |
During employment and for a one-year period following termination of Executive's employment for any reason whatsoever, Executive will not solicit any Customer of the Bank or of any of the Bank's affiliates for services or products then provided by the Bank or any of its affiliates.
|
(2) |
"
Customers
" are:
|
(A) |
All customers serviced by the Bank or any of its affiliates at any time within 12 months before termination of Executive's employment;
|
(B) |
All customers and potential customers whom the Bank or its affiliates, with the knowledge or participation of Executive, actively solicited at any time during the 12 months before termination of Executive's employment; and
|
(C) |
All successors, owners, directors, partners and management personnel of the Customers described in subparagraph (A) or (B) above.
|
(c) |
Nonraiding of Employees.
|
(1) |
Executive recognizes that the workforce of the Bank and its affiliates are a vital part of the Company's business. Therefore, Executive agrees that, for 12 months following termination of Executive's employment for any reason whatsoever, Executive will not directly or indirectly recruit or solicit any Employee to leave his or her employment with the Bank or any of the Bank's affiliates.
|
(2) |
Without limiting the foregoing, Executive will not:
|
(A) |
Disclose to any third party the names, backgrounds, or qualifications of any of the Employees or otherwise identify them as potential candidates for employment; or
|
(B) |
Personally or through any other person approach, recruit, interview or otherwise solicit Employees to work for any other employer.
|
(3) |
"
Employees
" are all employees working for the Bank or any of the Bank's affiliates at the time of termination of Executive's employment.
|
(d) |
Injunctive Relief.
Executive acknowledges that it is impossible to measure in money the damages that the Company will incur if Executive fails to observe the covenants in this Section 5 (the "Restrictive Covenants") and, therefore, the Executive agrees that:
|
(1) |
The Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining Executive from committing any breach or threatened breach of the Restrictive Covenants;
|
(2) |
If the Company is required to post a bond in order to secure an injunction or other equitable remedy, that bond shall be no more than a nominal amount;
|
(3) |
Executive waives any claim or defense that an adequate remedy at law is available to the Company; and
|
(4) |
These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity.
|
(e) |
Reasonableness
. The parties agree that:
|
(1) |
This Agreement in its entirety, and in particular the Restrictive Covenants, is reasonable both as to time and scope;
|
(2) |
The Restrictive Covenants are necessary for the protection of the Company's business and goodwill;
|
(3) |
The Restrictive Covenants are not any greater than are reasonably necessary to secure the Company's business and goodwill;
|
(4) |
The degree of injury to the public due to the loss of the service and skill of Executive or the restrictions placed upon Executive's opportunity to make a living with Executive's skills upon enforcement of those covenants, does not and will not warrant non-enforcement of those restraints; and
|
(5) |
If the scope of the Restrictive Covenants is adjudged too broad to be capable of enforcement, then the parties authorize that court or arbitrator to narrow the Restrictive Covenants so as to make them capable of enforcement, given all relevant circumstances, and to enforce them to the fullest extent allowed.
|
(f) |
Survival.
This Section shall survive the termination of this Agreement.
|
6. |
Creative Work
.
|
(a) |
Executive agrees that all creative work and work product, including but not limited to all technology, business management tools, processes, software, patents, trademarks, and copyrights developed by Executive during employment with the Company, regardless of when or where such work or work product was produced, constitutes work made for hire, all rights of which are owned by the Company.
|
(b) |
Executive hereby assigns to the Company all rights, title, and interest, whether by way of copyrights, trade secret, trademark, patent, or otherwise, in all such work or work product, regardless of whether it is subject to protection by patent, trademark, or copyright laws.
|
7. |
Return of Company Property
.
When Executive ceases for any reason to be employed by the Company:
|
(a) |
Executive must immediately return to the Company:
|
(1) |
All keys, pass cards, identification cards and any other property of the Company, and disclose all computer user identifications and passwords used by Executive in the course of employment or necessary for accessing information on the Company's computer system; and
|
(2) |
All originals and copies (whether in hard copy, electronic or other form) of any documents, drawings, notes, memoranda, designs, devices, diskettes, tapes, manuals, and specifications which constitute Confidential Information or proprietary information or material of the Company.
|
(b) |
The obligations in this Section include the return of documents and other materials that may be in Executive's desk at work, Executive's car or place of residence, or in any other location under Executive's control.
|
8. |
Dispute Resolution
.
|
(a) |
Arbitration.
|
(1) |
The parties agree to submit any dispute arising under this Agreement, regardless of the nature of the dispute or the legal concepts involved, to final, binding, private arbitration in Vancouver, Washington. Disputes subject to arbitration include not only disputes involving the meaning or performance of the Agreement, but disputes about its negotiation, drafting or execution.
|
(2) |
The dispute will be determined by a single arbitrator and governed by then existing rules of arbitration procedure in Clark County Superior Court except as set forth in this Section. Instead of filing a civil complaint in Clark County Superior Court, a party will commence the arbitration process by noticing the other party. The parties will choose an arbitrator who specializes in employment conflicts from the arbitration list for Clark County Superior Court. If the parties are unable to agree on an arbitrator within ten (10) days of receipt of the list of arbitrators, each party will select one attorney from the list, and those two attorneys shall select the arbitrator from the list. Each of the two selecting attorneys will then conclude their services and be compensated by the party who selected that attorney, subject to recovery of those fees under subsection (b) below.
|
(3) |
The arbitrator may charge his or her standard arbitration fees rather than the fees prescribed in Clark County Superior Court arbitration procedures.
|
(4) |
Subject to the limitation under Section 9(i) below, the arbitrator will have full authority to determine all issues, including arbitrability, to award any remedy, including permanent injunctive relief, and to determine any request for attorneys' fees, costs and expenses in accordance with subsection (b) below.
|
(5) |
There shall be no right of review in court. The arbitrator's award may be reduced to final judgment or decree in Clark County Superior Court.
|
(b) |
Expenses/Attorneys' Fees.
The prevailing party shall be awarded all costs and expenses of the proceeding, including but not limited to, attorneys' fees, filing and service fees, witness fees and arbitrator's fees. If arbitration is commenced, the arbitrator will be required to name the prevailing party and will have full authority and complete discretion to make that determination and the amount of costs and expenses to be awarded. The prevailing party shall be entitled to recover any reasonable attorneys' fees and other costs and expenses it incurs in enforcing or collecting an arbitration award.
|
9. |
Miscellaneous
.
|
(a)
|
Notices.
Any notice to be delivered under this Agreement shall be given in writing and shall be deemed delivered when received or three days after mailing, by certified mail, postage prepaid, addressed to Bancorp's Chief Executive Officer (or, in the case of a notice under Section 2(b)(2)(A), to the Trust's Chief Executive Officer), or to Executive at Executive's last known address on the records of the Company, if mailed. Either party may designate an address for notices by written notice to the other.
|
(b) |
Governing Law.
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Washington.
|
(c) |
Amendment/Waiver.
|
(1) |
This Agreement may not be amended, released, discharged, abandoned, changed, or modified in any manner, except by an instrument in writing signed by each of the parties hereto.
|
(2) |
The failure of any party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part of it or the right of any party to enforce each and every such provision. No waiver or any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.
|
(d) |
Severability.
If any provision of this Agreement is held by a court or arbitrator to be invalid or unenforceable, the remaining provisions shall continue to be fully effective. If any part of this Agreement is held to be unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law. The unenforceability of any provision in this Agreement in any jurisdiction shall not affect the enforceability of any provision of this Agreement in any other jurisdiction.
|
(e) |
Entire Agreement
. This Agreement represents the entire agreement between the parties regarding the matters addressed in this Agreement. This Agreement supersedes any other prior oral or written employment agreement between the parties regarding severance benefits or other benefits payable to Executive following a Change in Control. This Agreement does not supersede any incentive compensation agreement (including stock option agreements) or employment agreement entered into separately by the parties to this Agreement.
|
(f) |
Code § 409A Compliance.
If the Company or Executive believes, at any time, that this Agreement does not comply with Code § 409A, it will promptly advise the other party and both parties will negotiate reasonably and in good faith to amend the terms of the Agreement so that it complies with the most limited possible economic effect on the Company and Executive.
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(1) |
Executive shall not assign or transfer any of Executive's rights under this Agreement, wholly or partially, to any other person or to delegate the performance of the Executive's duties under the terms of this Agreement.
|
(2) |
Upon Executive's death, no death benefit is payable under this Agreement other than benefits that were already in pay status at the date of death. Executive's rights under this Agreement with respect to any benefits earned before the date of death shall inure to Executive's heirs, executors, administrators or personal representatives.
|
(3) |
The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding in each and every respect upon the direct and indirect successors and assigns of the Company, regardless of the manner in which the successors or assigns succeed to the interests or assets of the Company. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company, by any merger, consolidation or acquisition where the Company is not
|
the surviving corporation, by any transfer of all or substantially all of the Company's assets, or by any other change in the Company's structure or the manner in which the Company's business or assets are held. Executive's employment shall not be deemed terminated upon the occurrence of one of the foregoing events. In the event of any merger, consolidation or sale or transfer of assets, this Agreement shall be binding upon and shall inure to the benefit of the surviving business or the business entity to which the assets are transferred.
|
(h) |
Survival.
If any benefits provided to Executive under this Agreement are still owed, or claims under the Agreement are still pending at the time of termination of this Agreement, this Agreement shall continue in force with respect to those obligations or claims, until those benefits are paid in full or those claims are resolved in full. The Restrictive Covenants and dispute resolution provisions of this Agreement shall survive the termination of this Agreement and shall be enforceable regardless of any claim Executive may have against the Company.
|
(i) |
Board of Director's Authority.
|
(1) |
Bancorp's Board of Directors has the authority to interpret and construe the provisions of this Agreement, including the attached Separation Agreement.
|
(2) |
The Trust's Board of Directors has the authority to decide matters relating to termination for Cause or Good Reason, the violation of the Restrictive Covenants and the calculation of benefits.
|
(3) |
In a decision under paragraph (1) or (2) above, the burden of proof shall be on that Board of Directors and that decision shall be:
|
(C) |
Made by the affirmative vote of at least three fourths of that Board of Directors.
|
(4) |
An arbitrator or a court reviewing such a decision by that Board of Directors shall make its own independent decision and not grant deference to the that Board of Director's decision.
|
(k) |
Actions by Banking Regulatory Authorities.
|
(1) |
If Executive is suspended and/or temporarily prohibited from participating in the conduct of the Company's affairs by a notice served under § 8(e)(3) or (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(3) and (g)(1), the Company's obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may in its discretion:
|
(A) |
Pay Executive all or part of the payments under this Agreement that were withheld while its obligations under this Agreement were suspended; and/or
|
(B) |
Reinstate in whole or in part any of its obligations which were suspended.
|
(2) |
If Executive is removed and/or permanently prohibited from participating in the conduct of the Company's affairs by an order issued under § 8(e)(4) or (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(4) and (g)(1), Executive shall be terminated for Cause as of the effective date of the order.
|
(3) |
If the Company is in default (as defined in § 3(x)(1) of the FDIA, 12 U.S.C. § 1813(x)(1)), all further obligations under this Agreement shall terminate as of the date of default.
|
(4) |
This Agreement may be terminated entirely or suspended for a period of time by the applicable banking regulatory authority, or as otherwise required by law, if:
|
(A) |
The Federal Deposit Insurance Corporation ("
FDIC
") enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in § 13(c) of the FDIA, 12 U.S.C. § 1823(c);
|
(B) |
The applicable banking regulatory authority approves a supervisory merger to resolve problems related to the operation of the Company; or
|
(C) |
The applicable banking regulatory authority determines the Company is in an unsafe or unsound condition.
|
(5) |
The Change in Control Benefit is subject to and conditioned upon its compliance with 12 U.S.C. § 1828(k) and FDIC regulation 12 C.F.R. Part 359, "Golden Parachute and Indemnification Payments."
|
10. |
Advice of Counsel
.
Executive acknowledges that, in executing this Agreement, Executive has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation of its provisions.
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EXECUTIVE
|
RIVERVIEW ASSET MANAGEMENT AND TRUST COMPANY
|
|
|
______________________________________
|
By: _________________________________
|
|
|
|
Title: ________________________________
|
Date:__________________________________ | Date:__________________________________ |
RIVERVIEW COMMUNITY BANK | RIVERVIEW BANCORP, INC. |
By: _________________________________
|
By: _________________________________
|
Title: ________________________________
|
Title: ________________________________
|
Date:__________________________________
|
Date:__________________________________ |
1. |
Termination of Employment.
Your employment terminates (or was terminated) on _______________, 20___ (the "
Separation Date
"), which was within the number of months of a Change in Control as specified in Section 3(a)(1)(A) in the Change in Control Agreement between you and Riverview dated __________________ (the "
CIC Agreement
"), which is incorporated herein by reference.
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2. |
Payments.
In exchange for your agreeing to the release of claims and other terms in this Separation Agreement, we will pay you the Change in Control Benefit and other payments in Section 3 of the CIC Agreement. You acknowledge that we are not obligated to make these payments to you unless you comply with the Restrictive Covenants in Section 5 of the CIC Agreement and otherwise comply with the material terms of the CIC Agreement and of this Separation Agreement.
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3. |
COBRA Continuation Coverage.
Your normal employee participation in Riverview's group health coverage will terminate on the Separation Date or, if provided under the group health plan, the last day of the month in which the Separation Date occurs. Continuation of group health coverage thereafter will be made available to you and your dependents pursuant to federal law ("COBRA"). Continuation of group health coverage after the Separation Date is entirely at your expense, as provided under COBRA.
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4. |
Termination of Benefits.
Except as provided in Section 3 above, your participation in all employee benefit plans and programs ends (or ended) on the Separation Date or as otherwise provided in those plans. Your rights under any benefit or other plans in which you may have participated will be determined in accordance with the written plan documents governing those plans.
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5. |
Full Payment.
You acknowledge having received full payment of all compensation of any kind (including wages, salary, paid time off, sick leave, commissions and incentive compensation) that you earned as a result of your employment by us and that are owing to you as of the Separation Date.
|
6. |
No Further Compensation.
Any and all agreements to pay you bonuses or other incentive compensation are terminated. You understand and agree that you have no right to receive any further payments for bonuses or other incentive compensation. We owe you no further compensation or benefits of any kind, except as described in Section 2 above.
|
(a) |
You hereby release:
|
(1) |
Riverview and its affiliates and benefit plans (each, including Riverview, a "
Riverview Affiliate
");
|
(2) |
Each of the Riverview Affiliates' past and present shareholders, executives, directors, officers, agents, employees, representatives, administrators, fiduciaries and attorneys; and
|
(3) |
The predecessors, successors, transferees and assigns of each of such persons and entities, from any and all claims of any kind, known or unknown, that arose on or before the date you signed this Separation Agreement.
|
(b) |
The claims you are releasing include, without limitation, claims of wrongful termination, claims of constructive discharge, claims arising out of employment agreements, representations or policies related to your employment, claims arising under federal, state or local laws or ordinances prohibiting discrimination or harassment or requiring accommodation on the basis of age, race, color, national origin, religion, sex, disability, marital status, sexual orientation or any other status, claims of failure to accommodate a disability or religious practice, claims for violation of public policy, claims of retaliation, claims of failure to assist you in applying for future position openings, claims of failure to hire you for future position openings, claims for wages or compensation of any kind (including overtime claims), claims of tortious interference with contract or expectancy, claims of fraud or negligent misrepresentation, claims of breach of privacy, defamation claims, claims of intentional or negligent infliction of emotional distress, claims of unfair labor practices, claims arising out of any claimed right to stock or stock options or other equity interests, claims for attorneys' fees or costs, and any other claims that are based on any legal obligations that arise out of or are related to your employment relationship with us.
|
(c) |
You specifically waive any rights or claims that you may have under Title 49 of the Revised Code of Washington, the Civil Rights Act of 1964 (including Title VII of that Act), the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967 (ADEA), the Americans with Disabilities Act of 1990 (ADA), the Fair Labor Standards Act of 1938 (FLSA), the Family and Medical Leave Act of 1993 (FMLA), the Worker Adjustment and Retraining Notification Act (WARN), the Employee Retirement Income Security Act of 1974 (ERISA), the National Labor Relations Act (NLRA), and all similar federal, state and local laws.
|
(d) |
You agree not to seek any personal recovery (of money damages, injunctive relief or otherwise) for the claims you are releasing in this Separation Agreement, either through any complaint to any governmental agency or otherwise, whether individually or through a class action. You agree never to start or participate as a plaintiff in any lawsuit or arbitration asserting any of the claims you are releasing in this Separation Agreement. You represent and warrant that you have not initiated any complaint, charge, lawsuit or arbitration involving any of the claims you are releasing in this Separation Agreement.
|
(e) |
Should you apply for future employment with a Riverview Affiliate, the Riverview Affiliate has no obligation to consider you for future employment.
|
(f) |
You represent and warrant that you have all necessary authority to enter into this Separation Agreement (including, if you are married, on behalf of your marital community) and that you have not transferred any interest in any claims to your spouse or to any third party.
|
(g) |
This Separation Agreement does not affect your rights arising under any of the Bank's benefit plans through the Separation Date or afterwards under the terms of those plans to receive pension plan benefits, medical plan benefits, unemployment compensation benefits or workers' compensation benefits.
|
(h) |
This Separation Agreement also does not affect your rights under any agreements, bylaw provisions, insurance or otherwise, to be indemnified, defended or held harmless in connection with claims that may be asserted against you by third parties.
|
(i) |
You understand that you are releasing potentially unknown claims and that you have limited knowledge with respect to some of the claims being released. You acknowledge that there is a risk that, after signing this Separation Agreement, you may learn information that might have affected your decision to enter into this Separation Agreement. You assume this risk and all other risks of any mistake in entering into this Separation Agreement.
|
(j) |
You are giving up all rights and claims of any kind, known or unknown, except for the rights specifically given to you in this Separation Agreement.
|
(k) |
You agree that this release is fairly and knowingly made.
|
8. |
No Admission of Liability.
Neither this Separation Agreement nor the payments made under this Separation Agreement are an admission of liability or wrongdoing by any Riverview Affiliate.
|
9. |
Riverview Materials.
You represent and warrant that you have, or no later than the Separation Date will have, returned all keys, credit cards, documents and other materials that belong to us, and disclosed all computer user identifications and passwords used by you in the course of your employment or necessary for accessing information on our computer system, in accordance with Section 7 of the CIC Agreement, which is incorporated herein by reference.
|
10. |
Nondisclosure Agreement.
You will comply with the covenant regarding confidential information in Section 5(a) of the CIC Agreement, which covenant is incorporated herein by reference.
|
11. |
No Disparagement.
You may not disparage any Riverview Affiliate or its business or products and may not encourage any third parties to sue a Riverview Affiliate.
|
12. |
Cooperation Regarding Other Claims.
If any claim is asserted by or against a Riverview Affiliate as to which you have relevant knowledge, you will reasonably cooperate with us in the prosecution or defense of that claim, including by providing truthful information and testimony as reasonably requested by us.
|
13. |
Nonsolicitation; No Interference.
You will comply with Sections 5(b) and 5(c) of the CIC Agreement, incorporated herein by reference, and Riverview will have the right to enforce those provisions under the terms of Section 5(d) of the CIC Agreement, incorporated herein by reference. Following the expiration of the covenants referenced in the preceding sentence, you will not, apart from good faith competition, interfere with any Riverview Affiliate's relationships with customers, employees, vendors, or others.
|
14. |
Independent Legal Counsel.
You are advised and encouraged to consult with an attorney before signing this Separation Agreement. You acknowledge that you have had an adequate opportunity to do so.
|
15. |
Consideration Period.
You have 21 days from the date this Separation Agreement is given to you to consider this Separation Agreement before signing it. You may use as much or as little of this 21‑day period as you wish before signing. If you do not sign and return this Separation Agreement within this 21-day period, you will not be eligible to receive the benefits described in this Separation Agreement.
|
16. |
Revocation Period and Effective Date.
You have 7 calendar days after signing this Separation Agreement to revoke it. To revoke this Separation Agreement after signing it, you must deliver a written notice of revocation to the Trust's Chief Executive Officer before the 7-day period expires.
|
This Separation Agreement shall not become effective until the 8th calendar day after you sign it. If you revoke this Separation Agreement it will not become effective or enforceable and you will not be entitled to the benefits described in this Separation Agreement.
|
17. |
Governing Law.
This Separation Agreement is governed by the laws of the State of Washington that apply to contracts executed and to be performed entirely within the State of Washington.
|
18. |
Dispute Resolution.
Any dispute arising under this Agreement shall be subject to arbitration in accordance with Section 8 of the CIC Agreement, as modified by Section 9(i) of the CIC Agreement, which sections are specifically incorporated by reference, in their entirety, in this Agreement.
|
19. |
Saving Provision.
If any part of this Separation Agreement is held to be unenforceable, it shall not affect any other part. If any part of this Separation Agreement is held to be unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law.
|
20. |
Final and Complete Agreement.
Except for the CIC Agreement and/or the Employment Agreement, which are expressly incorporated herein by reference, this Separation Agreement is the final and complete expression of all agreements between us on all subjects relating to your employment or its termination and supersedes and replaces all prior discussions, representations, agreements, policies and practices. You acknowledge you are not signing this Separation Agreement relying on anything not set out herein.
|
PARENT | ||
Riverview Bancorp, Inc. | ||
Subsidiaries (a)
|
Percentage Owned |
State of Incorporation
|
|
|
|
Riverview Community Bank
|
100%
|
Federal
|
|
|
|
Riverview Services, Inc. (b)
|
100%
|
Washington
|
|
|
|
Riverview Trust Company (b)
|
100%
|
Washington
|
(a)
|
The operation of the Registrant's wholly owned subsidiaries are included in the Registrant's Financial Statements contained in Item 8 of this for 10-K.
|
(b)
|
This corporation is a subsidiary of Riverview Community Bank.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Riverview Bancorp, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fiscal fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: June 5, 2017
|
/s/ Patrick Sheaffer
|
|
Patrick Sheaffer
|
|
Chairman and Chief Executive Officer
|
1. |
I have reviewed this Annual Report on Form 10-K of Riverview Bancorp, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fiscal fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: June 5, 2017
|
/s/ Kevin J. Lycklama |
|
Kevin J. Lycklama
Chief Financial Officer
|
1.
|
the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
|
2.
|
the information contained in the report fairly presents, in all material respects, the Company's financial condition and results of operations as of the dates and for the periods presented in the financial statements included in such report.
|
/S/ Patrick Sheaffer
|
/S/ Kevin J. Lycklama
|
Patrick Sheaffer
|
Kevin J. Lycklama
|
Chief Executive Officer
|
Chief Financial Officer
|
Dated: June 5, 2017 | Dated: June 5, 2017 |