| Filed Pursuant to Rule 433 Registration No. 333-162621 Issuer Free Writing Prospectus dated July 16, 2010 Relating to Preliminary Prospectus dated July 16, 2010
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Cautionary and Forward Looking Statements
We have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and other documents we have filed with the SEC for more complete information about us and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov or by visiting our web site at www.riverviewbank.com. Alternatively, we, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free (800) 726-0557.
The Private Securities Litigation Report Act of 1995 provides a “safe harbor” for certain forward-looking statements. This presentation contains forward-looking statements with respect to our financial condition, results of operations, plans, objectives, future performance or business. These forward-looking statements are subject to certain risks and uncertainties, including those identified below, which could cause future results to differ materially from historical results or those anticipated. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “goals,” “would,” “could,” “should” and other expressions which indicate future events and trends identify forward-looking statements. We caution readers not to place undue reliance on these forward-looking statements, which is based only on information known to us, speak only as of their dates, and if no date is provided, then such statements speak only as of today. There are a number of important factors that could cause future results to differ materially from historical results or those anticipated, including, but not limited to: the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market areas; secondary market conditions for loans and our ability to sell loans in the secondary market; results of examinations of us by the Office of Thrift Supervision, or OTS, or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our reserve for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; our compliance with regulatory enforcement actions we have entered into with the OTS and the possibility that our noncompliance could result in the imposition of additional enforcement actions and additional requirements or restrictions on our operations; legislative or regulatory changes that adversely affect our business including changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules; our ability to attract and retain deposits; further increases in premiums for deposit insurance; our ability to control operating costs and expenses; the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risks associated with the loans on our balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges; computer systems on which we depend could fail or experience a security breach; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to implement our business strategies; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; our ability to pay dividends on our common stock and interest or principal payments on our junior subordinated debentures; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; and other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and the other risks described in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and our quarterly reports on Form 10-Q.
We do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.
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Use of Non-GAAP Financial Measures
Tangible equity, tangible common equity and tangible common equity to tangible assets are non GAAP financial measures. We calculate tangible equity by excluding the balance of goodwill and other intangible assets from shareholders’ equity. We calculate tangible common equity by excluding preferred equity from tangible equity. We calculate tangible assets by excluding the balance of goodwill and other intangible assets from total assets. We believe that this is consistent with the treatment by our bank regulatory agencies, which exclude goodwill and other intangible assets from the calculation of risk-based capital ratios. Accordingly, management believes that these non-GAAP financial measures provide information to investors that is useful in understanding the basis of our risk-based capital ratios. In addition, by excluding preferred equity (the level of which may vary from company to company), it allows investors to more easily compare our capital adequacy to other companies in the industry who also use this measure.
These non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP financial measures. Because not all companies use the same calculations of tangible common equity and tangible assets, these presentations may not be comparable to other similarly titled measures as calculated by other companies. Reconciliations of the non-GAAP financial measures are provided in Appendix A and in the “Summary of Selected Consolidated Financial Information” section of the prospectus.
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Offering Summary
Issuer Riverview Bancorp, Inc. (NASDAQ: RVSB)
Type of Security Common Stock Transaction Size $20.0 million
Over-Allotment Option 15% ($3.0 million)
Share Price $2.39 (as of July 13, 2010)
Pre-Offering Market Capitalization $26.2 million
Pre-Offering Shares Outstanding 10,923,773 (as of March 31, 2010)
Use of Proceeds Opportunistic growth, supporting the capital needs of the Bank, and general corporate purposes
Expected Pricing Date July / August 2010
Lead Manager Wunderlich Securities, Inc.
Co-Manager Howe Barnes Hoefer & Arnett, Inc.
Riverview
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Company Profile
5 COWLITZ COUNTY
5 SKAMANIA COUNTY
1 Vancouver, WA
CLARK COUNTY
KLICKITAT COUNTY
912 4 6 7 15 8 11 2 13 10 14 3
MULTNOMAH COUNTY
17 16 205
Portland, OR
5 CLACKAMAS COUNTY
MARION COUNTY 18
WASHINGTON OFFICES OREGON OFFICES
1. Battle Ground
2. Camas
3. Goldendale
4. Hazel Dell
5. Longview
6. MacArthur
7. Orchards
8. Riverview Center
9. Salmon Creek
10. Stevenson
11. Tech center
12. Vancouver Main
13. Washougal
14. White Salmon
15. 162nd Place
16. Wood Village Wal-Mart
17. Gateway
18. Aumsville
Headquarters
Vancouver, WA (Portland, OR MSA)
Founded
1923
Total Assets (at March 31, 2010)
$838.0 million
Shareholders’ Equity (at March 31, 2010)
$83.9 million
Average Volume(1)
21,444 shares per day
Insider Ownership
18%, including ESOP
Institutional Ownership
13%
Riverview Asset Mgmt. Corp. (RAMCorp)
Subsidiary of the Bank, with $279.5 million
Assets under Management
Portland/Vancouver is 23rd largest MSA
Portland, OR is 6th largest city on West Coast
(1) 90-day average at July 12, 2010
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Management and Culture
The ESOP fosters an ownership mentality for all employees and is a powerful asset to the organization
Significant Director and Management Ownership
Management believes strongly in employee education and development for the good of customers, shareholders, and the employees
The Bank has been an active community stalwart since 1923
The Company has consistently been recognized by the community and the employees as a Best Place to Work in Washington
Experienced Management Team
Management (Age) Position Years with RVSB Industry
Patrick Sheaffer (70) Chairman & CEO 46 46
Ronald A. Wysaske (57) Director, President & COO 34 34
David A. Dahlstrom (59) Executive Vice President & CCO 8 34
James D. Baldovin (51) Executive Vice President of Retail Banking 7 29
Kevin J. Lycklama (33) Executive Vice President & CFO 4 10
John A. Karas (61) Chairman, CEO & President, RAMCorp (Trust) 11 30
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Offering Rationale
Drive shareholder value & strengthen RVSB’s capacity for growth
Strengthen RVSB’s ability to capitalize on current and future dislocation in our markets
- Expand Market Share and Core Deposit Funding
Augment already increasing capital levels
- Risk based capital ratios improved in excess of 60 b.p. in past 12 months
- RVSB did NOT participate in TARP – NO FUNDS REQUIRED TO
REDEEM TARP
Continue to retain and acquire key banking professionals
Cushion against uncertain regulatory and economic environment
Riverview
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Organic Growth Opportunities
Summary Market Share
(By County)
Excellent growth potential in 2.5 million-person market
Continue organic expansion of low-cost core deposits
Market presence provides brand recognition to capitalize on new clients dislocated from troubled institutions, bank failures and consolidation
County # of branches RVSB Deposits in Market ($000) Total Deposits in Market ($000) Market Share (%) Market Rank
Clark 10 445,042 4,125,636 10.79 4
Cowlitz 1 22,470 1,010,431 2.22 9
Klickitat 2 66,496 235,665 28.22 3
Marion 1 23,057 3,445,864 0.67 15
Multnomah 3 55,581 16,221,246 0.34 19
Skamania 1 37,530 71,576 52.43 1
Deposit Market Share: Combined Counties
(Clark, Cowlitz, Klickitat, Marion, Multnomah, Skamania)
Market Rank Institution (State) # of branches Deposits in Market ($000) Market Share (%)
1 Bank of America Corp. (NC) 42 5,764,124 23.0%
2 U.S. Bancorp (MN) 72 4,734,810 18.9%
3 Wells Fargo & Co. (CA) 51 3,500,767 13.9%
4 JPMorgan Chase & Co. (NY) 46 2,187,465 8.7%
5 KeyCorp (OH) 28 1,845,689 7.4%
6 Umpqua Holdings Corp. (OR) 19 881,894 3.5%
7 West Coast Bancorp (OR) 24 795,000 3.2%
8 First Independnt Invts Grp Inc (WA) 19 771,446 3.1%
9 Riverview Bancorp Inc. (WA) 18 650,176 2.6%
10 Cowlitz Bancorp. (WA) 6 503,223 2.0%
11 BNP Paribas SA 7 406,645 1.6%
12 Cascade Bancorp (OR) 4 378,401 1.5%
13 Sterling Financial Corp. (WA) 9 345,678 1.4%
14 Washington Federal Inc. (WA) 5 270,081 1.1%
15 Mitsubishi UFJ Finl Grp Inc 3 263,522 1.0%
16 PTB Corporation (OR) 2 226,711 0.9%
17 Merchants Bancorp (OR) 4 191,975 0.8%
18 Columbia Banking System Inc. (WA) 7 187,058 0.7%
19 Albina Community Bancorp (OR) 5 179,652 0.7%
20 HomeStreet Inc. (WA) 2 164,913 0.7%
Grand Total 395 25,110,418
Total Deposits: $688.0 million as of 3/31/10
Source: SNL Financial, as of June 30, 2009
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Support Balance Sheet Growth
As of March 31, 2010
Actual As Adjusted (1)
dollars in thousands, except per share data
RVSB Pro forma with Offering (Mar 2010)
Regional Peers (Mar 2010) 14.42%
Shares outstanding 10,923,773 19,257,106
Total shareholders’ equity $ 83,934 $ 102,284
Intangible assets (2) $ 26,395 $ 26,395
Tang. shareholders’ equity $ 57,539 $ 75,889
Per Share Data:
Book value per share $ 7.68 $ 5.31
Tang. book value per share $ 5.27 $ 3.94
Capital Ratios(1):
Tang. Equity / Tang. Assets(2) 7.09% 9.14%
Regulatory Ratios (Riverview Community Bank)(3):
Leverage ratio 9.84% 11.69%
Tier 1 capital ratio 10.85% 13.16%
Total capital ratio 12.11% 14.42%
(1) Assumes net proceeds of $18.4 million from the common stock offering and share price of $2.40
(2) See Appendix A for reconciliation of non-GAAP financial measures
(3) Assumes $17.0 million of net proceeds are contributed to Riverview Community Bank.
Strong Ratios Relative to Peers
16% 14% 12% 10% 8% 6% 4% 2% 0%
9.14% 6.09% 11.69% 9.76% 13.16% 12.85%12.93%
Tang. Common Equity/Tang. Assets Tier 1 Leverage Tier 1 Capital Total Risk Based Capital
Note: Pro forma ratios assumes net proceeds of a $18.4 million common stock offering.
Regional peers include: AWBC, BANR, CACB, CASB, COLB, CWLZ, HFWA, PCBK, PRWT, TSBK, WCBO
Source: SNL Financial and Company reports
Riverview
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Strategic Direction
Continue Expansion of Product Offerings
Prudently increase commercial lending capacity
Continue to focus on asset quality
Enhance commercial cash management capabilities
Further growth of fee income business
- continue growth of assets under management at RAMCorp.
- merchant processing
Continue Growth of Core Deposit Franchise
Further expand into the Portland market
Opportunistically acquire teams, branches, or whole banks within our market areas
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Financial Metrics
($000s, except per share data) At or for the Fiscal Year Ended March 31,
2010 2009 2008 2007 2006
Operations Data:
Net interest income $ 34,886 $ 33,667 $ 34,952 $ 36,518 $ 32,352
Provision for loan and lease losses 15,900 16,150 2,900 1,425 1,500
Noninterest income 7,266 5,530 8,882 9,034 8,837
Noninterest expenses 34,973 27,259 27,791 26,353 25,374
Net income (loss) (5,444) (2,650) 8,644 11,606 9,738
Share Data:
Earnings (loss) per share diluted $ (0.51) $ (0.25) $ 0.79 $ 1.01 $ 0.86
Book value per share 7.68 8.12 8.48 8.56 7.94
Tangible book value per share(1) 5.27 5.69 6.06 6.28 5.62
Balance Sheet Data:
Assets $ 837,953 $ 914,333 $ 886,849 $ 820,348 $ 763,847
Loans and leases, net 712,837 784,117 756,538 682,951 623,016
Deposits 688,048 670,066 667,000 665,405 606,964
Shareholders’ equity 83,934 88,663 92,585 100,209 91,687
Non-performing assets 49,336 41,741 8,171 226 415
Financial Ratios:
Return on average equity (6.00%) (2.85%) 8.92% 11.88% 10.95%
Return on average tangible equity(1) (8.29%) (3.84%) 12.36% 16.45% 15.44%
Return on average assets (0.62%) (0.29%) 1.04% 1.43% 1.36%
Efficiency ratio 82.97% 69.50% 63.40% 57.85% 61.60%
Net interest margin 4.39% 4.08% 4.66% 5.01% 5.03%
Net loans and leases to deposits 103.60% 117.02% 113.42% 102.64% 102.64%
Net charge-offs to average loans and leases 1.48% 1.24% 0.12% 0.00% 0.10%
Non-performing loans to total loans 4.90% 3.44% 1.00% 0.03% 0.07%
Allowance for loan losses to total loans 2.95% 2.12% 1.39% 1.25% 1.15%
Average equity to average assets 10.29% 10.29% 11.65% 12.01% 12.39%
Bank Regulatory Capital Ratios:
Total risk-based capital ratio 12.11% 11.46% 10.99% 11.38% 11.48%
Tier 1 risk-based capital ratio 10.85% 10.21% 9.78% 10.22% 10.42%
Leverage Ratio 9.84% 9.50% 9.29% 9.60% 9.70%
(1) See Appendix A for reconciliation of non-GAAP financial measures
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Loan Portfolio – March 31, 2010
Loan Portfolio - $734MM
Commercial Business 15%
Consumer 0.4%
1-4 Family Residential 12%
Multi-Family 5%
Commercial Construction 5%
Land & Residential Construction 15%
CRE Owner Occupied 15%
CRE Non-Owner Occupied 33%
CRE Diversity - $351MM
Warehouse & Industrial 13%
Office Building 26%
Other 2%
Restaurant 4%
Auto Repair 6%
Recreational/School 4%
Hospitality 11%
Assisted Living 11%
Retail 23%
Average Yield: 6.03% 4Q 2010 Average Loan Size: $1.1 million
Source: Company Information as of 3/31/2010
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Non-Performing Assets - $49MM
$ in millions FQ4 2010 FQ3 2010 FQ2 2010 FQ1 2010
NPLs $36.0 $36.4 $36.1 $41.1
OREO $13.3 $23.1 $20.5 $16.0
Net Charge-offs $2.4 $4.3 $2.9 $1.5
Loan Loss Reserves $21.6 $18.2 $18.1 $17.8
Residential Construction 24%
Land Acquisition & Development 24%
Commercial RE 6%
Commercial 13%
Residential Lots 9%
Raw Land 10%
Single Family-Existing 0.4%
Single Family-New 3%
Condo 6%
1-4 Family Residential 5%
OREO
At March 31, 2010:
NPLs / Gross Loans: 4.90%
NCOs / Avg. Loans (FQ4): 1.34%
LLR / Loans 2.95%
LLR / NPLs 60.10%
Source: Company information as of 3/31/2010
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Credit Risk Management
Experienced Chief Credit Officer and team with experience through historically tough credit cycles
Tightened underwriting guidelines, including loan to values, debt coverage, guarantor requirements and property types
Significantly increase Special Assets Group personnel and address problem loans
Aggressive and proactive approach to identifying and addressing problem loans
Residential construction loans reduced 52% since March 2009 and are now less than 5% of total loan portfolio
Continued emphasis on cash flow lending and disciplined underwriting, with enhanced controls for valuations and credit process
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Deposit Composition – March 31, 2010
Total Deposits - $688MM
Savings 5%
Non-Interest Checking 12%
Interest Checking 10%
CDs under $100,000 17%
CDs over $100,000 21%
CDARS 5%
Money Market 30%
Business Deposits - $221MM
Non-Interest Checking 32%
Interest Checking 12%
CDs under $100,000 4%
CDs over $100,000 17%
CDARS 7%
Money Market 27%
Savings 1%
Cost of Deposits – 1.27% (FQ4)
$32 billion potential in Portland MSA
Riverview ranked #10 in Portland MSA(1)
Source: FDIC, Company information as of 3/31/2010
(1)As of 6/30/09
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Core Deposits
Core Branch Deposits
$Millions
$660
$640
$620
$600
$580
$560
6.8% AGR
Dec 08 Mar 09 June 09 Sept 09 Dec 09 Mar 10
Deposit Franchise
Core Branch Deposits / Total Deposits = 95.1%
Core Branch Deposit includes all demand, savings & interest checking accounts, plus all time deposits and
excludes brokered, Trust, IOLTA, public funds and QwickRate CDs.
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Expanding Net Interest Margin
RVSB Regional Peers National Peers
4.60%
4.40%
4.20%
4.00%
3.80%
3.60%
3.40%
3.20%
3.00%
Mar 09 June 09 Sept 09 Dec 09 Mar 10
Regional Peers include: AWBC, BANR, CACB, CASB, COLB, CWLZ, HFWA, PCBK, PRWT, TSBK, WCBO (11 companies)
National Peers includes all publicly traded US Commercial Banks with assets between $750 million and $1 billion
Source: SNL Financial and Company Reports
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Peer Comparison – March 31, 2010
RVSB Regional Peer Group RVSB Rank (Out of 12) National Peer Group RVSB Rank (Out of 83)
Net Interest Margin 4.54% 3.58% 3 3.53% 7
LLR/Loans 2.95% 3.00% 6 1.84% 18
LLR/NPLs 60.10% 39.91% 2 65.05% 35
Tangible Equity/Tangible Assets(1) 9.14% 6.09% 3 7.62% 21
(1) Pro forma assuming net proceeds of $18.4 million from the common stock offering
Regional Peers include: AWBC, BANR, CACB, CASB, COLB, CWLZ, HFWA, PCBK, PRWT, TSBK, and WCBO (11 companies)
National Peers includes all publicly traded US Commercial Banks with assets between $750 million and $1 billion
Source: Company reports, SNL Data
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Financial Services
Core Banking Services – Deposits, Loans & e-Banking
Commercial Lending & Cash Management
Mortgage Origination and Servicing
Merchant Bankcard Services
MoneyPass® Network with over 16,000 ATMs
Trust & Asset Management (RAMCorp.)
Investment Services (RAMCorp.)
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Non-Interest Income
Non-Interest Income
Fees & Service Charges 45%
Other 4%
Loan Sales 11%
BOLI 7%
Riverview Mortgage 10%
RAMCorp 23%
RAMCorp. Fee Rev. & AUM
Fees in thousands
$2,500
$2,000
$1,500
$1,000
$500
$0
Mar 99 Mar 01 Mar 03 Mar 05 Mar 07 Mar 09 Mar 10
AUM in millions
$350
$300
$250
$200
$150
$100
$50
$0
Fees AUM
Non-Interest Income: $7.3 million (FY 2010)
17.2% of Total Income
Source: Company reports
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June 2010 Quarterly Financial Highlights
At or for Three Months Ended,
($000s, except per share data) June 30, 2010 March 31, 2010 June 30, 2009
Operations Data:
Net interest income $ 9,018 $ 8,567 $ 8,680
Provision for loan and lease losses 1,300 5,850 2,350
Noninterest income 2,236 1,846 2,103
Noninterest expenses 7,265 11,926 7,988
Net income (loss) 1,765 (4,703) 343
Share Data:
Earnings (loss) per share - diluted $ 0.16 $ (0.44) $ 0.03
Book value per share 7.85 7.68 8.16
Tangible book value per share(1) 5.43 5.27 5.73
Balance Sheet Data:
Assets $ 863,424 $ 837,953 $ 920,390
Loans and leases, net 697,795 712,837 760,283
Deposits 715,573 688,048 649,068
Shareholders’ equity 85,718 83,934 89,114
Non-performing Assets 47,862 49,336 57,069
Financial Ratios:
Return on average equity 8.19% (21.23%) 1.52%
Return on average tangible equity(1) 11.79% (30.07%) 2.15%
Return on average assets 0.84% (2.22%) 0.15%
Efficiency ratio 64.55% 114.53% 74.08%
Net interest margin 4.79% 4.54% 4.25%
Net loans and leases to deposits 97.52% 103.60% 117.13%
Net charge-offs to average loans and leases 1.86% 1.34% 0.78%
Non-performing loans to total loans 4.59% 4.90% 5.28%
Allowance for loan losses to total loans 2.73% 2.95% 2.28%
Shareholders’ equity to total assets 9.93% 10.02% 9.68%
Bank Regulatory Capital Ratios:
Total risk-based capital ratio 12.61% 12.11% 11.91%
Tier 1 risk-based capital ratio 11.36% 10.85% 10.66%
Leverage Ratio 9.78% 9.84% 9.50%
(1) See Appendix A for reconciliation of non-GAAP financial measures
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Why Riverview?
Strong revenue generator, growing margins and diverse non-interest income
- Net interest margin expanded for 5th consecutive quarter to 4.54%
Well positioned to grow balance sheet
- Attractive and growing core deposit base with existing 17 branch network
- Growth potential within a large, attractive market
- Opportunities to take advantage of dislocations within RVSB’s market areas
Risk-balanced loan portfolio with a controlled credit culture
- NPAs continue to trend down, declining 17.0% during 4th quarter
- Reserves/Loans of 2.95% and Coverage Ratio of 60.10%
Seasoned management team with proven track record
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Appendix A
Tangible Equity, Tangible Common Equity and Tangible Assets
($ in 000s) At March 31, 2010
Reconciliation of non-GAAP financial measures:
Shareholders’ equity $ 83,934
Goodwill 25,572
Other intangible assets, net 823
Tangible equity $ 57,539
Preferred equity -
Tangible common equity $ 57,539
Total assets 837,953
Goodwill 25,572
Other intangible assets, net 823
Tangible assets $ 811,558
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