UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2008 RIVERVIEW BANCORP, INC. (Exact name of registrant as specified in its charter) Washington 0-22957 91-1838969 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 900 Washington Street, Suite 900, Vancouver, Washington 98660 (Address of principal executive offices) (Zip Code) Registrant's telephone number (including area code): (360) 693-6650 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions. [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. On January 22, 2008, Riverview Bancorp, Inc. issued its earnings release for the quarter ended December 31, 2007. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 News Release of Riverview Bancorp, Inc. dated January 22, 2008. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. RIVERVIEW BANCORP, INC. DATE: January 22, 2008 By: /s/Patrick Sheaffer ------------------------------------- Patrick Sheaffer Chairman and Chief Executive Officer (Principal Executive Officer) Exhibit 99.1 News Release Dated January 22, 2008 Contacts: Pat Sheaffer or Ron Wysaske, Riverview Bancorp, Inc. 360-693-6650 Riverview Bancorp, Inc. Reports Profits of $2.2 Million in Fiscal Third ----------------------------------------------------------------------- Quarter as Strong Credit Quality Continues ------------------------------------------ VANCOUVER, WA -- January 22, 2008 -- Riverview Bancorp, Inc. (Nasdaq GSM:RVSB) today reported that continued excellent credit quality contributed to fiscal third quarter 2008 earnings. For the quarter ended December 31, 2007, net income was $2.2 million, or $0.21 per diluted share, compared to the record earnings of $3.2 million, or $0.28 per diluted share, posted in the third quarter of fiscal 2007. For the first nine months of fiscal 2008, net income was $7.5 million, or $0.67 per diluted share, compared to $8.8 million, or $0.77 per diluted share, in the first nine months of fiscal 2007. ``The last several months have been very challenging for Riverview, as well as the entire banking industry,'' stated Pat Sheaffer, Chairman and CEO. ``While our focus on core deposit growth and strict lending standards has resulted in continued asset growth, it has also reduced our profitability relative to last year's record setting earnings. However, we have been able to stabilize our net interest margin and maintain our credit quality despite a difficult banking environment.'' ``Population growth in the Southwest Washington and metropolitan Portland, Oregon area remains strong, although we have seen the local housing markets cool off compared to the record setting pace of the last few years,'' said Ron Wysaske, President and COO. ``Despite the population growth, however, our real estate construction portfolio is now down to $151 million from $165 million a year ago as we maintain our tight credit standards.'' Third Quarter Fiscal 2008 Highlights (at or for the period ended December 31, 2007, compared to December 31, 2006) * Net income was $2.2 million, or $0.21 per diluted share. * Asset quality remains strong -- Non-performing assets are 0.14% of total assets. * Net interest margin was 4.71%. * Riverview Asset Management Corp. increased assets under management 8% to $311 million. * Asset management fees increased 8% to $545,000. * Cash dividends increased 10% to $0.11 per share bringing our current dividend yield to 4.21% based on the recent share price. Credit Quality ``Asset quality remains an important focus for us in what has become a highly competitive market,'' said Wysaske. ``While we have no sub-prime residential real estate loans in our portfolio, we continue to keep a watchful eye on our regional market and closely monitor credit risk. Credit quality remains solid, reflecting our diversified portfolio, disciplined credit practices, and experienced lending staff.'' Non-performing assets were $1.1 million, or 0.14% of total assets, at December 31, 2007, compared to $206,000, or 0.03% of total assets, at September 30, 2007 and $1.3 million, or 0.15% of total assets, at December 31, 2006. The increase from the previous linked quarter is attributable to the addition of five nonaccrual loans, totaling $937,000, which includes one commercial loan, one commercial real estate loan, one real estate construction loan, and two residential real estate loans. The allowance for loan losses, including unfunded loan commitments of $407,000, was $9.9 million, or 1.37% of net loans at quarter-end, compared to $9.0 million, or 1.27% of net loans, a year ago. Management believes the allowance for loan losses is adequate to cover probable losses inherent in the loan portfolio based upon its analysis of the loan portfolio's credit quality and the current economic conditions. Operating Results For the third quarter of fiscal 2008, the net interest margin was 4.71% compared to 4.72% in the previous linked quarter and 4.89% in the third fiscal quarter a year ago. For the first nine months of fiscal 2008, the net interest margin was 4.75% compared to 5.03% in the first nine months of fiscal 2007. ``During the quarter our margin stabilized despite challenging market conditions. We expect improved spreads in light of the Federal Reserve rate cuts over the past four Riverview Bancorp, Inc. 3Q08 Earnings January 22, 2008 Page 2 months, and anticipate our margin will stabilize or improve as we see the effect of our interest-bearing deposits re-price,'' said Wysaske. Net interest income in the third fiscal quarter of 2008 decreased to $8.9 million compared to $9.3 million in the third fiscal quarter a year ago, largely due to our interest-bearing assets re-pricing down faster than our interest-bearing liabilities as a result of the recent Federal Reserve rate cuts. For the first nine months of fiscal 2008, net interest income was $26.4 million, compared to $27.5 million in the first nine months of fiscal 2007. Non-interest income was down slightly to $2.2 million for the quarter, compared to $2.4 million a year ago. For the first nine months of fiscal 2008, non-interest income was $6.7 million compared to $6.8 million for the first nine months a year ago. ``Although fee income from Riverview Asset Management Corp. increased 15% during the first nine months of the year, it was offset by declining mortgage broker loan fees reflecting the continued slowdown in the real estate market,'' said Wysaske. Non-interest expenses were $7.0 million in the third quarter of fiscal 2008, an increase from $6.5 million in the third quarter of fiscal 2007. The increase in non-interest expense is the result of the opening of new facilities and the continued expansion of our lending team. ``During the third quarter, Riverview opened a new lending center at 9200 SE Sunnybrook Road Portland, Oregon. This location features a team of three commercial lenders and will be our second lending center to serve the east Portland area,'' stated Sheaffer. ``The hiring of these additional quality lenders has helped contribute to our continued loan growth in the third quarter and we believe will generate a good deal of new business in the future.'' The efficiency ratio was 63.69% for the third quarter, compared to 55.09% in the third quarter a year ago and 62.40% for the first nine months of fiscal 2008, compared to 56.90% for the same period a year ago. The increase in the efficiency ratio is due primarily to the decline in the net interest margin and the increase in non-interest expense discussed above. ``We expect our efficiency ratio to improve as we continue to grow into our increased capacity,'' said Wysaske. Riverview's return on average assets was 1.06% for the third quarter and 1.21% year-to-date, compared to 1.53% and 1.45% for the respective periods last year. Return on average equity was 9.30% for the quarter and 10.17% for the first nine months of fiscal 2008, compared to 13.00% and 12.15%, respectively, for the same periods last year. Balance Sheet Growth Total assets were $844 million at the end of December 2007, compared to $821 million at September 30, 2007 and $836 million a year ago. ``The loan portfolio is still expanding, although at a more moderate pace compared to record levels set during the last few years,'' Wysaske said. ``Our goal remains keeping a well-diversified loan portfolio while maintaining excellent credit quality. Loan growth and credit quality should drive revenue growth going forward.'' Loan growth was up $28.9 million, or 4%, over the linked September 2007 quarter-end. Net loans were $716 million at December 31, 2007, compared to $697 million a year ago. Commercial and construction loans account for 89% of the total loan portfolio, similar to last year. The following table breaks out loans by category: Riverview Bancorp, Inc. 3Q08 Earnings January 22, 2008 Page 3 December 31, 2007 December 31, 2006 ----------------- ----------------- (Dollars in thousands) LOAN DATA --------- Commercial and construction Commercial $ 99,259 13.68% $ 99,285 14.06% Other real estate mortgage 391,878 54.03% 364,187 51.59% Real estate construction 150,951 20.81% 165,008 23.38% --------- ------ --------- ------ Total commercial and construction 642,088 88.52% 628,480 89.03% Consumer Real estate one-to-four family 78,479 10.82% 73,268 10.38% Other installment 4,774 0.66% 4,151 0.59% -------- ------ --------- ------ Total consumer 83,253 11.48% 77,419 10.97% --------- --------- Total loans $ 725,341 100.00% $ 705,899 100.00% ========= ========= Total deposits were $623 million at the end of December 2007 compared to $651 million at the end of December 2006. Non-interest checking balances represent 13% of total deposits and interest checking balances represent 18% of total deposits. Core deposits, defined as all deposits excluding certificates of deposit, were $429 million at the end of December 2007, and represent 69% of total deposits. The following table breaks out deposits by category: December 31, 2007 December 31, 2006 ----------------- ----------------- (Dollars in thousands) DEPOSIT DATA ------------ Interest checking $ 112,062 18.00% $ 145,347 22.32% Regular savings 26,216 4.21% 29,491 4.53% Money market deposit accounts 210,084 33.74% 179,010 27.49% Non-interest checking 80,710 12.96% 88,244 13.55% Certificates of deposit 193,538 31.09% 209,105 32.11% --------- ------ --------- ------ Total deposits $ 622,610 100.00% $ 651,197 100.00% Shareholders' Equity Shareholders' equity was $92.4 million, compared to $98.0 million a year ago. Book value per share improved to $8.46 at the end of December 2007, compared to $8.44 a year earlier. During fiscal 2008, 875,000 shares have been purchased on the open market under the announced Repurchase Plans. Under the current Repurchase Plan announced June 21, 2007, there are 125,000 shares remaining to be purchased. Riverview remains a well-capitalized institution. About the Company Riverview Bancorp, Inc. (http://www.riverviewbank.com) is headquartered in Vancouver, Washington -- just north of Portland, Oregon on the I-5 corridor. With assets of $844 million, it is the parent company of the 84 year-old Riverview Community Bank, as well as Riverview Mortgage and Riverview Asset Management Corp. There are 18 branches, including ten in fast growing Clark County, three in the Portland metropolitan area and four lending centers. The Bank offers true community banking services, focusing on providing the highest quality service and financial products to commercial and retail ustomers. Statements concerning future performance, developments or events, concerning expectations for growth and market forecasts, and any other guidance on future periods, constitute forward-looking statements, which are subject to a number of risks and uncertainties that might cause actual results to differ materially from stated objectives. These factors include but are not limited to: RVSB's ability to acquire shares according to internal repurchase guidelines, regional economic conditions and the company's ability to efficiently manage expenses. Additional factors that could cause actual results to differ materially are disclosed in Riverview Bancorp's recent filings with the SEC, including but not limited to Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Riverview Bancorp, Inc. 3Q08 Earnings January 22, 2008 Page 4 RIVERVIEW BANCORP, INC. AND SUBSIDIARY Consolidated Balance Sheets December 31, 2007, March 31, 2007 and December 31, 2006 (In thousands, except share data) Dec. 31, March 31, Dec. 31, (Unaudited) 2007 2007 2006 --------------------------------------------------------------------- ASSETS Cash (including interest-earning accounts of $14,415, $7,818 and $6,197) $ 32,998 $ 31,423 $ 30,396 Loans held for sale 395 -- -- Investment securities available for sale, at fair value (amortized cost of $7,826, $19,258 and $20,650) 7,762 19,267 20,648 Mortgage-backed securities held to maturity, at amortized cost (fair value of $956, $1,243 and $1,356) 950 1,232 1,347 Mortgage-backed securities available for sale, at fair value (amortized cost of $5,701, $6,778 and $7,141) 5,676 6,640 6,977 Loans receivable (net of allowance for loan losses of $9,505, $8,653 and $8,628) 715,836 682,951 697,271 Real estate and other pers. property owned 74 -- -- Prepaid expenses and other assets 3,513 1,905 2,105 Accrued interest receivable 3,740 3,822 4,131 Federal Home Loan Bank stock, at cost 7,350 7,350 7,350 Premises and equipment, net 21,109 21,402 21,547 Deferred income taxes, net 4,065 4,108 3,685 Mortgage servicing rights, net 331 351 374 Goodwill 25,572 25,572 25,572 Core deposit intangible, net 593 711 755 Bank owned life insurance 14,033 13,614 13,482 --------- --------- --------- TOTAL ASSETS $ 843,997 $ 820,348 $ 835,640 ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Deposit accounts $ 622,610 $ 665,405 $ 651,197 Accrued expenses and other liabilities 9,483 9,349 9,781 Advance payments by borrowers for taxes and insurance 166 397 123 Federal Home Loan Bank advances 94,000 35,050 66,600 Junior subordinated debentures 22,681 7,217 7,217 Capital lease obligation 2,695 2,721 2,729 --------- --------- --------- Total liabilities 751,635 720,139 737,647 SHAREHOLDERS' EQUITY: Serial preferred stock, $.01 par value; 250,000 authorized, issued and outstanding, none -- -- -- Common stock, $.01 par value; 50,000,000 authorized, December 31, 2007- 10,911,773 issued and outstanding; March 31, 2007 - 11,707,980 issued and outstanding; December 31, 2006- 11,612,219 issued and outstanding; 109 117 116 Additional paid-in capital 46,676 58,438 57,888 Retained earnings 46,667 42,848 41,232 Unearned shares issued to employee stock ownership trust (1,031) (1,108) (1,134) Accumulated other comprehensive loss (59) (86) (109) --------- --------- --------- Total shareholders' equity 92,362 100,209 97,993 --------- --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 843,997 $ 820,348 $ 835,640 ========= ========= ========= Riverview Bancorp, Inc. 3Q08 Earnings January 22, 2008 Page 5 RIVERVIEW BANCORP, INC. AND SUBSIDIARY Consolidated Statements of Income for the Three and Nine Months Ended December 31, 2007 and 2006 (In thousands, except Three Months Ended Nine Months Ended share data) December 31, December 31, (Unaudited) 2007 2006 2007 2006 --------------------------------------------- ---------------------- INTEREST INCOME: Interest and fees on loans receivable $ 14,950 $ 15,617 $ 44,461 $ 44,220 Interest on investment securities-taxable 91 217 403 659 Interest on investment securities-non taxable 35 41 111 125 Interest on mortgage- backed securities 78 102 254 325 Other interest and dividends 182 101 845 249 ---------------------- ---------------------- Total interest income 15,336 16,078 46,074 45,578 ---------------------- ---------------------- INTEREST EXPENSE: Interest on deposits 5,340 5,548 17,563 14,678 Interest on borrowings 1,138 1,212 2,131 3,442 ---------------------- ---------------------- Total interest expense 6,478 6,760 19,694 18,120 ---------------------- ---------------------- Net interest income 8,858 9,318 26,380 27,458 Less provision for loan losses 650 375 1,100 1,325 ---------------------- ---------------------- Net interest income after provision for loan losses 8,208 8,943 25,280 26,133 ---------------------- ---------------------- NON-INTEREST INCOME: Fees and service charges 1,269 1,535 4,078 4,315 Asset management fees 545 504 1,606 1,395 Gain on sale of loans held for sale 93 150 276 333 Loan servicing income 44 44 110 125 Gain on sale of credit card portfolio -- -- -- 133 Bank owned life insurance income 140 133 419 390 Other 59 44 179 125 ---------------------- ---------------------- Total non-interest income 2,150 2,410 6,668 6,816 ---------------------- ---------------------- NON-INTEREST EXPENSE: Salaries and employee benefits 4,245 3,688 12,121 11,055 Occupancy and depreciation 1,304 1,185 3,850 3,394 Data processing 224 220 600 777 Amortization of core deposit intangible 38 44 118 140 Advertising and marketing expense 217 269 869 927 FDIC insurance premium 20 18 58 55 State and local taxes 182 166 531 454 Telecommunications 96 115 292 328 Professional fees 216 199 611 575 Other 469 557 1,573 1,797 ---------------------- ---------------------- Total non-interest expense 7,011 6,461 20,623 19,502 ---------------------- ---------------------- INCOME BEFORE INCOME TAXES 3,347 4,892 11,325 13,447 PROVISION FOR INCOME TAXES 1,134 1,654 3,843 4,605 ---------------------- ---------------------- NET INCOME $ 2,213 $ 3,238 $ 7,482 $ 8,842 ====================== ====================== Earnings per common share: Basic $ 0.21 $ 0.29 $ 0.68 $ 0.78 Diluted 0.21 0.28 0.67 0.77 Weighted average number of shares outstanding: Basic 10,684,780 11,313,623 10,992,242 11,291,175 Diluted 10,773,107 11,522,519 11,106,944 11,478,306 Riverview Bancorp, Inc. 3Q08 Earnings January 22, 2008 Page 6 At or for the nine months ended At or for the year December 31, ended March 31, 2007 2006 2007 ---- ---- ---- FINANCIAL (Dollars in thousands) CONDITION DATA ---------- Average interest- earning assets $738,053 $726,909 $731,089 Average interest- bearing liabilities 628,104 609,037 614,546 Net average earning assets 109,949 117,872 116,543 Non-performing assets 1,142 1,276 226 Non-performing loans 1,068 1,276 226 Allowance for loan losses 9,505 8,628 8,653 Allowance for loan losses and unfunded loan commitments 9,912 8,983 9,033 Average interest- earning assets to average interest- bearing liabilities 117.50% 119.35% 118.96% Allowance for loan losses to non- performing loans 889.98% 676.18% 3,828.76% Allowance for loan losses to net loans 1.31% 1.22% 1.25% Allowance for loan losses and unfunded loan commitments to net loans 1.37% 1.27% 1.31% Non-performing loans to total net loans 0.15% 0.18% 0.03% Non-performing assets to total assets 0.14% 0.15% 0.03% Shareholders' equity to assets 10.94% 11.73% 12.22% Number of banking facilities 20 19 19 LOAN DATA (1) ------------- Commercial and construction Commercial $ 99,259 13.68% $ 99,285 14.06% $ 91,174 13.18% Other real estate mortgage 391,878 54.03% 364,187 51.59% 360,930 52.19% Real estate construction 150,951 20.81% 165,008 23.38% 166,073 24.01% ----------------------------------------------------- Total commercial and construction 642,088 88.52% 628,480 89.03% 618,177 89.38% Consumer Real estate one- to-four family 78,479 10.82% 73,268 10.38% 69,808 10.10% Other installment 4,774 0.66% 4,151 0.59% 3,619 0.52% ----------------------------------------------------- Total consumer 83,253 11.48% 77,419 10.97% 73,427 10.62% ----------------------------------------------------- Total loans 725,341 100.00% 705,899 100.00% 691,604 100.00% Less: Allowance for loan losses 9,505 8,628 8,653 -------- -------- -------- Loans receivable, net $715,836 $697,271 $682,951 ======== ======== ======== (1) Certain prior period loan balances have been reclassified to conform to management's current year presentation. Riverview Bancorp, Inc. 3Q08 Earnings January 22, 2008 Page 7 RIVERVIEW BANCORP, INC. AND SUBSIDIARY FINANCIAL HIGHLIGHTS (Unaudited) COMPOSITION OF COMMERCIAL AND CONSTRUCTION LOAN TYPES BASED ON LOAN PURPOSE -------------------------------------------------------------------- Commercial Other & Construction Real Estate Real Estate Total Commercial Mortgage Construction ----- ---------- -------- ------------ December 31, 2007 (Dollars in thousands) ----------------- Commercial $ 99,259 $ 99,259 $ -- $ -- Commercial construction 50,274 -- -- 50,274 Office buildings 83,493 -- 83,493 -- Warehouse/industrial 35,625 -- 35,625 -- Retail/shopping centers/strip malls 65,426 -- 65,426 -- Assisted living facilities 18,396 -- 18,396 -- Single purpose facilities 51,155 -- 51,155 -- Land 112,314 -- 112,314 -- Multi-family 25,469 -- 25,469 -- One-to-four family 100,677 -- -- 100,677 ------------------------------------------------ Total $ 642,088 $ 99,259 $ 391,878 $ 150,951 ================================================ March 31, 2007 -------------- Commercial $ 91,174 $ 91,174 $ -- $ -- Commercial construction 56,226 -- -- 56,226 Office buildings 62,310 -- 62,310 -- Warehouse/ industrial 40,238 -- 40,238 -- Retail/shopping centers/strip malls 70,219 -- 70,219 -- Assisted living facilities 11,381 -- 11,381 -- Single purpose facilities 41,501 -- 41,501 -- Land 103,240 -- 103,240 -- Multi-family 32,041 -- 32,041 -- One-to-four family 109,847 -- -- 109,847 ------------------------------------------------ Total $ 618,177 $ 91,174 $ 360,930 $ 166,073 ================================================ At the nine months ended At the year December 31, ended March 31, 2007 2006 2007 ---- ---- ---- (Dollars in thousands) DEPOSIT DATA Interest checking $112,062 18.00% $145,347 22.32% $144,451 21.71% Regular savings 26,216 4.21% 29,491 4.53% 29,472 4.43% Money market deposit accounts 210,084 33.74% 179,010 27.49% 205,007 30.81% Non-interest checking 80,710 12.96% 88,244 13.55% 86,601 13.01% Certificates of deposit 193,538 31.09% 209,105 32.11% 199,874 30.04% ----------------------------------------------------- Total deposits $622,610 100.00% $651,197 100.00% $665,405 100.00% ===================================================== Riverview Bancorp, Inc. 3Q08 Earnings January 22, 2008 Page 8 RIVERVIEW BANCORP, INC. AND SUBSIDIARY FINANCIAL HIGHLIGHTS (Unaudited) At or for the three At or for the nine months ended months ended December 31, December 31, SELECTED OPERATING DATA 2007 2006 2007 2006 ----------------------- ---- ---- ---- ---- (Dollars in thousands, except share data) Efficiency ratio(4) 63.69% 55.09% 62.40% 56.90% Efficiency ratio net of intangible amortization 63.14% 54.52% 61.81% 56.29% Coverage ratio(6) 126.34% 144.22% 127.92% 140.80% Coverage ratio net of intangible amortization 127.03% 145.21% 128.65% 141.81% Return on average assets(1) 1.06% 1.53% 1.21% 1.45% Return on average equity(1) 9.30% 13.00% 10.17% 12.15% Average rate earned on interest-earned assets 8.14% 8.43% 8.30% 8.33% Average rate paid on interest-bearing liabilities 4.01% 4.18% 4.16% 3.95% Spread(7) 4.13% 4.25% 4.14% 4.38% Net interest margin 4.71% 4.89% 4.75% 5.03% PER SHARE DATA -------------- Basic earnings per share(2) $ 0.21 $ 0.29 $ 0.68 $ 0.78 Diluted earnings per share(3) 0.21 0.28 0.67 0.77 Book value per share(5) 8.46 8.44 8.46 8.44 Tangible book value per share(5) 6.04 6.14 6.04 6.14 Market price per share: High for the period $ 15.36 $ 15.72 $ 16.28 $ 15.72 Low for the period 11.55 13.47 11.55 12.14 Close for period end 11.55 15.20 11.55 15.20 Cash dividends declared per share 0.110 0.100 0.330 0.295 Average number of shares outstanding: Basic(2) 10,684,780 11,313,623 10,992,242 11,291,175 Diluted(3) 10,773,107 11,522,519 11,106,944 11,478,306 (1) Amounts are annualized. (2) Amounts calculated exclude ESOP shares not committed to be released. (3) Amounts calculated exclude ESOP shares not committed to be released and include common stock equivalents. (4) Non-interest expense divided by net interest income and non-interest income. (5) Amounts calculated include ESOP shares not committed to be released. (6) Net interest income divided by non-interest expense. (7) Yield on interest-earning assets less cost of funds on interest bearing liabilities.