Riverview Financial Corporation Reports 2017 Financial Results

HARRISBURG, Pa., March 9, 2018 /PRNewswire/ -- Riverview Financial Corporation ("Riverview") (OTCQX: RIVE), today reported unaudited financial results at and for the three months and year ended December 31, 2017.  Riverview, which completed an acquisition of CBT Financial Corp. ("CBT") on October 1, 2017, reported a net loss of $4.9 million, or $(0.55) per basic and diluted weighted average common share, for the fourth quarter of 2017, compared to net income of $488 thousand, or $0.15 per basic and diluted weighted average common share, for the comparable period of 2016. For the year ended December 31, 2017, Riverview reported a net loss of $4.9 million, or $(0.91) per basic and diluted weighted average common share, compared to net income of $3.1 million, or $0.95 per basic and diluted weighted average common share, for the year-ended December 31, 2016. In the fourth quarter of 2017, a $3.9 million, or $(0.43) per share, charge to income tax expense was recorded related to the re-measurement of net deferred tax assets resulting from the new 21% federal corporate income tax rate established by the Tax Cuts and Jobs Act, enacted in December 2017.  The results for the year ended December 31, 2017 also include pre-tax merger expenses of approximately $3.7 million.

Comparability of the results of operations for the three and twelve months ended December 31, 2017 and December 31, 2016 was materially impacted by (i) the reduction in the federal corporate income tax rate referred to above, and (ii) expenses incurred in connection with the acquisition of CBT, also referred to above.  In order to provide meaningful performance comparisons between the years and quarters ended December 31, 2016 and December 31, 2017, respectively, Riverview believes it is appropriate to segregate and exclude the impact of the items described below in order to present comparative results of Riverview's business during these periods.  The discussion in this release excludes those items as indicated and, as a result, contains non-GAAP financial measures, which are reconciled to GAAP financial measures in supplemental tables presented below.

HIGHLIGHTS

• Fourth quarter 2017 federal income tax expense included a nonrecurring charge of $3.9 million, or $(0.43) per share, associated with revaluing the deferred tax asset
• Fourth quarter 2017 operating expenses included pre-tax merger related expenses of $3.3 million accounting for a reduction in net income after tax of $(0.24) per share
• Core net income totaled $1.2 million, or $0.13 per share, in the fourth quarter 2017
• Loan loss provision amounted to $1.0 million for the three months and $2.7 million for the year ended December 31, 2017, respectively, driven primarily by organic loan growth
• Excluding acquired loans, loans, net grew $164.1 million, or 40.1%, in 2017
• Excluding acquired loans, quarterly loan growth in 2017 totaled $55.1 million, or 13.5%, in the first quarter, $40.3 million, or 8.7%, in the second quarter, $55.4 million, or 11.0%, in the third quarter and $13.4 million, or 2.4%, in the fourth quarter.
• Deposits increased $135.1 million, or 29.8%, without taking into account assumed CBT deposits, totaling $438.8 million, in 2017.
• Excluding assumed deposits, quarterly deposits grew $43.9 million, or 9.7%, in the first quarter, $27.4 million, or 5.5%, in the second quarter, $51.1 million, or 9.7%, in the third quarter and $12.7 million, or 2.2%, in the fourth quarter.
• Nonperforming assets as a percentage of loans, net and other real estate owned declined to 0.85% at December 31, 2017 compared to 1.26% at September 30, 2017 and 1.99% at December 31, 2016.
• For the three months ended December 31, 2017, noninterest income was $2.0 million, an increase of $1.1 million, or 113.6%, compared to the same period last year
• Management anticipates an effective tax rate of 18% for 2018 as a result of the recently enacted tax reform legislation

"This past year ended December 31, 2017 was one of the most pivotal years in the history of Riverview with respect to developing and implementing its strategic direction and laying the groundwork for its future financial performance success," said Kirk D. Fox, Chief Executive Officer. "During the first quarter of 2017, we successfully completed a $17.0 million private placement of common and convertible preferred securities. The additional capital afforded Riverview the ability to significantly grow its loan portfolio through hiring multiple teams of experienced and established lenders to serve new and existing markets. The addition of our new lending teams has provided net organic loan growth of more than $164.1 million, or 40.1%, in 2017."

"More notably," Fox continued, "the capital raise allowed Riverview to acquire CBT Financial Corp., the parent company of CBT Bank, in a stock transaction valued at approximately $54.6 million, effective October 1, 2017.  This merger created a combined community banking franchise with approximately $1.2 billion of assets that provides enhanced products and services through 33 banking and financial service locations covering 12 Pennsylvania counties. However," he added, "the merger was not completed without incurring additional expenditures, which adversely impacted our financial performance for 2017 as we recognized approximately $3.7 million in merger related costs. In addition, the enactment of the tax legislation in the fourth quarter of 2017 had an immediate adverse impact on our financial performance related to the re-measurement of our net deferred tax assets, resulting in a tax charge that reduced net income by $3.9 million in 2017."

"We believe the strategic actions of 2017 will foster future growth and position Riverview to generate financial performance equal to or exceeding that of our peers," Fox concluded.

Brett D. Fulk, President, added, "The strategic initiatives set into motion during early 2017, as well as associated expenses, positioned us to take advantage of both organic and merger related growth opportunities.  Organic growth and resultant revenue generation to date have exceeded our expectations as a direct result of the talented team members we have added throughout our footprint, including State College, the greater Harrisburg metropolitan area, and Berks County, all of which continue to be productive given the ongoing competitor disruption within these markets".  Fulk continued, "2017 asset generation positioned us to quickly overcome the significant investments made in the personnel, infrastructure and overhead necessary to capitalize on future profitable asset generation opportunities.  However, while profitable growth will remain a key component of our strategic plan, we remain focused on proper credit structure, underwriting parameters and maintaining a high quality credit culture, evidenced by continuing positive trends in our credit quality metrics."  Fulk concluded, "despite the exciting growth story over the past several years at Riverview, and the continuation of that story during 2017, we understand that for the immediate future our focus must be internal, and will remain so for as long as it takes to ensure the successful integration of CBT Financial Corp and CBT Bank with and into Riverview Financial Corporation and Riverview Bank.  We believe this strategic business combination truly enhances our ability to continue providing our valued shareholders attractive, long term returns on their investment in Riverview.  We are excited about the potential this organization now possesses to tangibly demonstrate the value of our past strategic growth initiatives during 2018.  We know that successful integration, which requires focus, is necessary to achieve the desired results."

INCOME STATEMENT REVIEW

Tax-equivalent net interest income for the three and twelve months ended December 31 were $10.9 million and $25.9 million in 2017 compared to $4.6 million and $18.6 million in 2016, respectively. The increase in tax equivalent net interest income for the comparable fourth quarters was a result of favorable changes in both volume and rate variances. Average earning assets increased $580.0 million while average interest bearing liabilities increased $485.6 million comparing the fourth quarters of 2017 and 2016. For the three months ended December 31, the tax-equivalent net interest margin increased to 4.05% in 2017 from 3.76% in 2016. The tax equivalent net interest margin was 3.77% adjusted for the impact of net purchase accounting accretion in the fourth quarter of 2017.

For the year, the increase in tax equivalent net interest income was primarily attributable to a favorable volume variance from an increase in average interest earning assets exceeding the growth of average interest bearing liabilities. Partially offsetting the positive impact of net average asset growth was an unfavorable rate variance caused by a decline in the tax-equivalent net interest margin. The growth of average interest earning assets exceeded the growth of average interest bearing liabilities by $38.9 million comparing 2017 and 2016. Loans, net averaged $597.1 million in 2017 and $403.0 million in 2016. Average investments totaled $78.4 million in 2017 and $72.3 million in 2016. The tax-equivalent net interest margin declined 7 basis points to 3.76% in 2017 from 3.83% in 2016. The tax-equivalent yield on the loan portfolio increased to 4.59% in 2017 compared to 4.53% in 2016. For the year ended December 31, the tax-equivalent yield on earning assets increased to 4.36% in 2017 from 4.27% in 2016. The cost of funds increased 19 basis points in 2017 to 0.71% from 0.52% in 2016.

For the quarter ended December 31, the provision for loan losses increased to $1.0 million in 2017 from $169 thousand in 2016. The provision for loan losses totaled $2.7 million for the year ended December 31, 2017, compared to $453 thousand in 2016. The increase in the provision for loan losses was primarily influenced by significant loan growth originated through the successful hiring of teams of lenders in the first quarter of 2017.  

For the three months ended December 31, noninterest income totaled $2.0 million in 2017, an increase of $1.1 million from $934 thousand in 2016. The increase was primarily attributable to an increase in service charges, fees and commissions of $793 thousand. In addition, trust fees, mortgage banking income and bank owned life insurance investment income increased $222 thousand, $30 thousand and $126 thousand, respectively, comparing the fourth quarters of 2017 and 2016. For the year ended December 31, noninterest income increased to $4.4 million in 2017 from $3.6 million in 2016. The year over year decrease of $395 thousand in net gains recognized on the sale of available-for-sale investment securities was more than offset by improvements in all other categories of noninterest income. The inclusion of CBT's noninterest income from the date of the merger was primarily responsible for the increases across all categories of noninterest income.

For the quarter ended December 31, noninterest expense increased $8.6 million to $13.2 million in 2017 from $4.6 million in 2016 primarily as a result of the merger. For the year ended December 31, noninterest expense increased $11.3 million to $28.6 million in 2017 from $17.3 million in 2016. The addition of CBT in the fourth quarter and recognition of severance and contract charges related to the merger accounted for a $2.1 million increase in salaries and employee benefits costs. Another major driver of the increase in salaries and employee benefit expense was the hiring of lending teams along with staffing for new community banking offices in the first quarter of 2017. Additions to leased facilities for newly opened community banking offices along with offices to support the lending teams and the addition of CBT occupancy expenses were primarily responsible for the $1.1 million increase in occupancy and equipment costs. The increase in other expenses comparing 2017 and 2016 was a result of incurring merger related costs of $3.7 million in 2017.

BALANCE SHEET REVIEW

Total assets, loans, net and deposits totaled $1.2 billion, $956.0 million, and $1.0 billion, respectively, at December 31, 2017. Loans, net increased $395.8 million in the fourth quarter of 2017 and $546.6 million, for the year ended December 31, 2017. Total deposits increased $451.5 million in the fourth quarter of 2017 and $573.9 million for the year ended December 31, 2017. Noninterest-bearing deposits increased $82.0 million, while interest-bearing deposits increased $491.9 million in 2017.

Stockholders' equity totaled $106.3 million, or $11.72 per common share, at December 31, 2017, as compared to $41.9 million, or $12.95 per common share, at December 31, 2016. The year-to-date increase in equity in 2017 was a result of the issuance of 4.1 million shares totaling $54.6 million to CBT shareholders in the merger exchange along with the completion of the sale of approximately $17.0 million in common and preferred equity, before expenses, to accredited investors and qualified institutional buyers through a private placement in the first quarter of 2017. Effective as of the close of business on June 22, 2017, Riverview filed an amendment to its Articles of Incorporation to authorize a class of non-voting common stock after obtaining shareholder approval on June 21, 2017. As a result, each share of Series A preferred stock was automatically converted into one share of non-voting common stock as of the effective date. Tangible stockholders' equity per common share decreased to $8.50 per share at December 31, 2017, compared to $10.84 per share at year-end 2016. Dividends declared for the twelve months ended December 31, 2017 amounted to $0.55 per share. The annualized dividend yield based on the closing price of $13.15 per share on December 31, 2017 was 4.2%.

ASSET QUALITY REVIEW

Nonperforming assets were $8.2 million at December 31, 2017 and 2016. As a percentage of loans, net and foreclosed assets, nonperforming assets amounted to 0.85% and 1.99% at year-end 2017 and 2016, respectively. Adjusting for accruing restructured loans, non-performing assets were $2.7 million, or 0.28% of loans, net and foreclosed assets, at December 31, 2017 and $2.4 million, or 0.58%, at December 31, 2016. The allowance for loan losses equaled $6.3 million, or 0.66% of loans, net, at December 31, 2017, compared to $3.7 million, or 0.91% of loans, net, at December 31, 2016. The decrease in the ratio of the allowance for loan losses as a percentage of loans, net, is primarily a function of acquisition accounting, whereby the historical loan portfolio of CBT was recorded at its estimated fair value, including a $13.7 million discount to reflect credit risk, and the historical allowance for loan losses of CBT was eliminated. Loans charged-off, net of recoveries, for the three and twelve months ended December 31, 2017 equaled $98 thousand and $160 thousand, respectively, compared to $74 thousand and $1.1 million for the comparable periods last year.

Riverview Financial Corporation is the parent company of Riverview Bank and its operating divisions Halifax Bank, Marysville Bank, Citizens Neighborhood Bank, CBT Bank, Riverview Wealth Management and CBT Financial and Trust Management. An independent community bank, Riverview Bank serves the  Pennsylvania market areas of Berks, Blair, Centre, Clearfield, Dauphin, Huntingdon, Lebanon, Lycoming, Northumberland, Perry, Schuylkill and Somerset Counties through 30 community banking offices and 3 limited purpose offices. Each office, interdependent with the community, offers a comprehensive array of financial products and services to individuals, businesses, not-for-profit organizations and government entities. The Wealth Management and Trust divisions, with assets under management exceeding $350 million, provide trust and investment advisory services to the general public. Riverview's business philosophy includes offering direct access to senior management and other officers and providing friendly, informed and courteous service, local and timely decision making, flexible and reasonable operating procedures and consistently applied credit policies. The Company's common stock trades on the OTCQX Market under the symbol "RIVE". The Investor Relations site can be accessed at https://www.riverviewbankpa.com/.

Safe Harbor Forward-Looking Statements:

We make statements in this press release, and we may from time to time make other statements regarding our outlook or expectations for future financial or operating results and/or other matters regarding or affecting Riverview Financial Corporation, Riverview Bank, and its subsidiaries (collectively, "Riverview") that may be considered "forward-looking statements" as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements may be identified by the use of such words as "believe," "expect," "anticipate," "should," "planned," "estimated," "intend" and "potential." For these statements, Riverview claims the protection of the statutory safe harbors for forward-looking statements.

Riverview cautions you that a number of important factors could cause actual results to differ materially from those currently anticipated in any forward-looking statement. Such factors include, but are not limited to: prevailing economic and political conditions, particularly in our market area; credit risk associated with our lending activities; changes in interest rates, loan demand, real estate values and competition; changes in accounting principles, policies, and guidelines; changes in any applicable law, rule, regulation or practice with respect to tax or legal issues; and other economic, competitive, governmental, regulatory and technological factors affecting Riverview' operations, pricing, products and services and other factors that may be described in Riverview' Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission from time to time.

In addition to these risks, acquisitions and business combinations present risks other than those presented by the nature of the business acquired. Acquisitions and business combinations may be substantially more expensive to complete than originally anticipated, and the anticipated benefits may be significantly harder-or take longer-to achieve than expected. As regulated financial institutions, our pursuit of attractive acquisition and business combination opportunities could be negatively impacted by regulatory delays or other regulatory issues. Regulatory and/or legal issues related to the pre­acquisition operations of an acquired or combined business may cause reputational harm to Riverview following the acquisition or combination, and integration of the acquired or combined business with ours may result in additional future costs arising as a result of those issues. 

The forward-looking statements are made as of the date of this release, and, except as may be required by applicable law or regulation, Riverview assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

In addition to evaluating its results of operations in accordance with accounting principles generally accepted in the United States of America ("GAAP"), Riverview routinely presents and supplements its evaluation with an analysis of certain non-GAAP financial measures, such as tangible stockholders' equity and core net income ratios. The reported results for the three and twelve months ended December 31, 2017 and 2016, contain items which Riverview considers non-core, namely net gains on sales of investment securities available-for-sale, acquisition related expenses and the adjustment to tax expense due to the enactment of the Tax Act. Riverview presents the non-GAAP financial measures because it believes that these measures provide useful and comparative information to assess trends in Riverview's results of operation.  Presentation of these non-GAAP financial measures is consistent with how Riverview evaluates its performance internally and these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in evaluation of companies in Riverview's industry. Where non-GAAP measures are used in this press release, reconciliations to the comparable GAAP measures are provided in the accompanying tables. The non-GAAP financial measures Riverview uses may differ from similarly titled non-GAAP financial measures of other financial institutions.  These non-GAAP financial measures would not be considered a substitute for GAAP basis measures, and Riverview strongly encourages a review of its condensed consolidated financial statements in their entirety.  Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are presented in the tabular material that follows.

[TABULAR MATERIAL FOLLOWS]

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SOURCE Riverview Financial Corporation