RIVERVIEW BANCORP INC 10-K

Item 8. Financial Statements and Supplementary Data ​ RIVERVIEW BANCORP, INC. AND SUBSIDIARY ​ TABLE OF CONTENTS Page ​ ​ Report of Independent Registered Public Accounting Firm ( Delap LLP , Lake Oswego, Oregon , PCAOB ID: 116 ) 63 ​ ​ Consolidated Balance Sheets as of March 31, 2024 and 2023 65 ​ ​ Consolidated Statements of Income for the Years Ended March 31, 2024, 2023 and 2022 66 ​ ​ Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2024, 2023 and 2022 67 ​ ​ Consolidated Statements of Shareholders’ Equity for the Years Ended March 31, 2024, 2023 and 2022 68 ​ ​ Consolidated Statements of Cash Flows for the Years Ended March 31, 2024, 2023 and 2022 69 ​ ​ Notes to Consolidated Financial Statements 70 ​ ​ ​ 62 Table of Contents ​ Report of Independent Registered Public Accounting Firm ​ To the Board of Directors and Shareholders of Riverview Bancorp, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Riverview Bancorp, Inc. and Subsidiary (collectively, “the Company”) as of March 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended March 31, 2024, and the related notes (collectively, “the financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America (U.S.). Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. 63 Table of Contents Allowance for Credit Losses for Loans Critical Audit Matter Description As described in Notes 1 and 4 to the financial statements, the Company’s allowance for credit losses for loans as of March 31, 2024 was $15,364,000 on a total loan portfolio, net of deferred fees, of $1.02 billion. The allowance for credit losses for loans reflects an estimate of lifetime expected credit losses in the loan portfolio. The measurement of expected credit losses is based on relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the Company’s loan portfolio. We identified the Company’s estimate of the allowance for credit losses for loans as a critical audit matter. The principal considerations for our determination of the allowance for credit losses for loans as a critical audit matter related to the high degree of subjectivity in the Company’s judgments in determining the qualitative factors, model assumptions, forecasts and forecasting periods. Auditing these complex judgments and assumptions by the Company involves especially challenging auditor judgment due to the nature and extent of audit evidence and effort required to address these matters, including the extent of specialized skill or knowledge needed. How the Critical Audit Matter Was Addressed in the Audit The primary audit procedures we performed to address this critical audit matter included the following, among others: ● We obtained an understanding of the relevant controls related to management’s establishment of the qualitative factors, assessment, review and approval of the qualitative factors, and the data used in determining the qualitative factors. ● We evaluated the relevance and the reasonableness of assumptions related to evaluation of the loan portfolio, current and forecasted economic conditions, and other risk factors used in development of the qualitative factors. ● We tested the completeness and accuracy of the significant inputs into the model including the underlying data used to develop the qualitative factors and forecasts. ● We validated the mathematical accuracy of the calculation. ● We evaluated the reasonableness of assumptions and data used by the Company in developing the qualitative factors by comparing these data points to internally developed and third-party sources, as well as other audit evidence gathered. ● We performed analytical procedures to evaluate the directional consistency of changes that occurred in the allowance for credit losses for loans. ​ ​ We have served as the Company’s auditor since 2015. Lake Oswego, Oregon June 14, 2024 ​ ​ 64 Table of Contents RIVERVIEW BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2024 AND 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (In thousands, except share and per share data) 2024 2023 ASSETS ​ ​ Cash and cash equivalents (including interest earning deposits in other banks of $ 12,164 and $ 10,397 ) ​ $ 23,642 ​ $ 22,044 Certificates of deposit held for investment ​ — ​ ​ 249 Investment securities: ​ ​ ​ ​ ​ Available for sale, at estimated fair value ​ 143,196 ​ ​ 211,499 Held to maturity, at amortized cost (estimated fair value of $ 195,519 and $ 210,214 ) ​ 229,510 ​ ​ 243,843 Loans receivable (net of allowance for credit losses of $ 15,364 and $ 15,309 ) ​ 1,008,649 ​ ​ 993,547 Prepaid expenses and other assets ​ 14,469 ​ ​ 15,950 Accrued interest receivable ​ 4,415 ​ ​ 4,790 Federal Home Loan Bank (“FHLB”) stock, at cost ​ 4,927 ​ ​ 6,867 Premises and equipment, net ​ 21,718 ​ ​ 20,119 Financing lease right-of-use ("ROU") assets ​ ​ 1,202 ​ ​ 1,278 Deferred income taxes, net ​ 9,778 ​ ​ 10,286 Goodwill ​ 27,076 ​ ​ 27,076 Core deposit intangible ("CDI"), net ​ 271 ​ ​ 379 Bank owned life insurance ("BOLI") ​ 32,676 ​ ​ 31,785 TOTAL ASSETS ​ $ 1,521,529 ​ $ 1,589,712 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS' EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES: ​ ​ ​ ​ ​ Deposits ​ $ 1,231,679 ​ $ 1,265,217 Accrued expenses and other liabilities ​ 16,205 ​ ​ 15,730 Advance payments by borrowers for taxes and insurance ​ 581 ​ ​ 625 FHLB advances ​ ​ 88,304 ​ ​ 123,754 Junior subordinated debentures ​ 27,004 ​ ​ 26,918 Finance lease liability ​ 2,168 ​ ​ 2,229 Total liabilities ​ 1,365,941 ​ ​ 1,434,473 ​ ​ ​ ​ ​ ​ ​ COMMITMENTS AND CONTINGENCIES (See Note 16) ​ ​ ​ ​ ​ ​ ​ ​ ​ SHAREHOLDERS' EQUITY: ​ ​ Serial preferred stock, $ .01 par value; 250,000 shares authorized; issued and outstanding: none ​ — ​ ​ — Common stock, $ .01 par value; 50,000,000 shares authorized ​ ​ ​ ​ ​ March 31, 2024 – 21,111,043 shares issued and outstanding ​ ​ 211 ​ ​ 212 March 31, 2023 – 21,221,960 shares issued and outstanding ​ ​ ​ ​ ​ ​ Additional paid-in capital ​ 55,005 ​ ​ 55,511 Retained earnings ​ 116,499 ​ ​ 117,826 Accumulated other comprehensive loss ​ ( 16,127 ) ​ ​ ( 18,310 ) Total shareholders' equity ​ 155,588 ​ ​ 155,239 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ​ $ 1,521,529 ​ $ 1,589,712 ​ See accompanying notes to consolidated financial statements . ​ 65 Table of Contents RIVERVIEW BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED MARCH 31, 2024, 2023 AND 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (In thousands, except share and per share data) 2024 2023 2022 INTEREST AND DIVIDEND INCOME: ​ ​ ​ Interest and fees on loans receivable ​ $ 46,031 ​ $ 44,744 ​ $ 44,079 Interest on investment securities – taxable ​ 8,971 ​ 8,784 ​ 5,001 Interest on investment securities – nontaxable ​ 261 ​ 262 ​ 237 Other interest and dividends ​ 1,292 ​ 1,876 ​ 508 Total interest and dividend income ​ 56,555 ​ 55,666 ​ 49,825 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ INTEREST EXPENSE: ​ ​ ​ ​ ​ ​ Interest on deposits ​ 8,285 ​ 1,502 ​ 1,424 Interest on borrowings ​ 10,184 ​ 2,558 ​ 776 Total interest expense ​ 18,469 ​ 4,060 ​ 2,200 Net interest income ​ 38,086 ​ 51,606 ​ 47,625 Provision for (recapture of) credit losses ​ — ​ 750 ​ ( 4,625 ) Net interest income after provision for (recapture of) credit losses ​ 38,086 ​ 50,856 ​ 52,250 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NON-INTEREST INCOME: ​ ​ ​ ​ ​ ​ Fees and service charges ​ 6,269 ​ 6,362 ​ 7,109 Asset management fees ​ 5,328 ​ 4,734 ​ 4,107 Loss on sales of available for sale investment securities ​ ( 2,729 ) ​ — ​ — Income from BOLI ​ 891 ​ 821 ​ 800 BOLI death benefit in excess of cash surrender value ​ ​ — ​ ​ — ​ ​ 500 Other, net ​ 483 ​ 277 ​ 228 Total non-interest income, net ​ 10,242 ​ 12,194 ​ 12,744 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NON-INTEREST EXPENSE: ​ ​ ​ ​ ​ ​ Salaries and employee benefits ​ 24,204 ​ 23,982 ​ 23,635 Occupancy and depreciation ​ 6,872 ​ 6,171 ​ 5,624 Data processing ​ 2,782 ​ 2,722 ​ 2,940 Amortization of CDI ​ 108 ​ 116 ​ 124 Advertising and marketing ​ 1,276 ​ 923 ​ 614 FDIC insurance premium ​ 708 ​ 534 ​ 439 State and local taxes ​ 1,010 ​ 896 ​ 812 Telecommunications ​ 211 ​ 204 ​ 197 Professional fees ​ 1,375 ​ 1,201 ​ 1,235 Gain on sale of premises and equipment, net ​ ​ — ​ ​ — ​ ​ ( 993 ) Other ​ 5,181 ​ 2,622 ​ 2,091 Total non-interest expense ​ 43,727 ​ 39,371 ​ 36,718 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ INCOME BEFORE INCOME TAXES ​ 4,601 ​ 23,679 ​ 28,276 PROVISION FOR INCOME TAXES ​ 802 ​ 5,610 ​ 6,456 NET INCOME ​ $ 3,799 ​ $ 18,069 ​ $ 21,820 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per common share: ​ ​ ​ ​ ​ ​ Basic ​ $ 0.18 ​ $ 0.84 ​ $ 0.98 Diluted ​ 0.18 ​ 0.83 ​ 0.98 Weighted average number of common shares outstanding: ​ ​ ​ ​ ​ ​ Basic ​ 21,137,976 ​ 21,637,526 ​ 22,213,029 Diluted ​ 21,139,322 ​ 21,646,101 ​ 22,224,947 ​ See accompanying notes to consolidated financial statements . ​ 66 Table of Contents RIVERVIEW BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED MARCH 31, 2024, 2023 AND 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 3,799 ​ $ 18,069 ​ $ 21,820 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ Net unrealized holding gain (losses) from available for sale investment securities arising during the period, net of tax (expense) benefit of ($ 34 ), $ 2,641 , and $ 3,091 , respectively ​ ​ 109 ​ ​ ( 8,359 ) ​ ​ ( 9,791 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reclassification adjustment of net loss from sales of available for sale investment securities included in net income, net of tax benefit of ($ 655 ), $ 0 , and $ 0 , respectively ​ ​ 2,074 ​ ​ — ​ ​ — Total other comprehensive income (loss), net ​ 2,183 ​ ​ ( 8,359 ) ​ ​ ( 9,791 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total comprehensive income, net ​ $ 5,982 ​ $ 9,710 ​ $ 12,029 ​ See accompanying notes to consolidated financial statements . ​ 67 Table of Contents RIVERVIEW BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED MARCH 31, 2024, 2023 AND 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ Other ​ ​ ​ ​ Common Stock ​ Paid-In ​ Retained ​ Comprehensive ​ ​ ​ (In thousands, except share and per share data) ​ Shares ​ Amount ​ Capital ​ Earnings ​ Income (Loss) ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance April 1, 2021 22,351,235 ​ $ 223 ​ $ 63,650 ​ $ 87,881 ​ $ ( 160 ) ​ $ 151,594 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income — ​ ​ — ​ ​ — ​ ​ 21,820 ​ ​ — ​ 21,820 Cash dividend on common stock ($ 0.215 per share) — ​ ​ — ​ ​ — ​ ​ ( 4,769 ) ​ ​ — ​ ( 4,769 ) Exercise of stock options 6,000 ​ ​ — ​ ​ 17 ​ ​ ( 1 ) ​ ​ — ​ 16 Common stock repurchased ( 278,148 ) ​ ​ ( 2 ) ​ ​ ( 1,938 ) ​ ​ — ​ ​ — ​ ​ ( 1,940 ) Restricted stock grants 69,285 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Restricted stock cancelled ​ ( 20,976 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ — Stock-based compensation expense — ​ ​ — ​ ​ 319 ​ ​ — ​ ​ — ​ 319 Other comprehensive loss, net — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 9,791 ) ​ ​ ( 9,791 ) Balance March 31, 2022 22,127,396 ​ ​ 221 ​ ​ 62,048 ​ ​ 104,931 ​ ​ ( 9,951 ) ​ ​ 157,249 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income — ​ ​ — ​ ​ — ​ ​ 18,069 ​ ​ — ​ ​ 18,069 Cash dividend on common stock ($ 0.24 per share) — ​ ​ — ​ ​ — ​ ​ ( 5,174 ) ​ ​ — ​ ​ ( 5,174 ) Exercise of stock options 1,511 ​ ​ — ​ ​ 4 ​ ​ — ​ ​ — ​ ​ 4 Common stock repurchased ​ ( 975,666 ) ​ ​ ( 9 ) ​ ​ ( 6,697 ) ​ ​ — ​ ​ — ​ ​ ( 6,706 ) Restricted stock grants and forfeited, net ​ 68,719 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Stock-based compensation expense — ​ ​ — ​ ​ 390 ​ ​ — ​ ​ — ​ ​ 390 Purchase of subsidiary shares from non-controlling interest — ​ ​ — ​ ​ ( 234 ) ​ ​ — ​ ​ — ​ ​ ( 234 ) Other comprehensive loss, net ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 8,359 ) ​ ​ ( 8,359 ) Balance March 31, 2023 21,221,960 ​ ​ 212 ​ ​ 55,511 ​ ​ 117,826 ​ ​ ( 18,310 ) ​ ​ 155,239 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustment to retained earnings, net of tax; adoption of ASU 2016-13 ​ — ​ ​ — ​ ​ — ​ ​ ( 53 ) ​ ​ — ​ ​ ( 53 ) Net income — ​ ​ — ​ ​ — ​ ​ 3,799 ​ ​ — ​ ​ 3,799 Cash dividend on common stock ($ 0.24 per share) — ​ ​ — ​ ​ — ​ ​ ( 5,073 ) ​ ​ — ​ ​ ( 5,073 ) Exercise of stock options 12,799 ​ ​ — ​ ​ 36 ​ ​ — ​ ​ — ​ ​ 36 Common stock repurchased ​ ( 109,162 ) ​ ​ ( 1 ) ​ ​ ( 576 ) ​ ​ — ​ ​ — ​ ​ ( 577 ) Restricted stock grants and forfeited, net ( 14,554 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Stock-based compensation expense ​ — ​ ​ — ​ ​ 34 ​ ​ — ​ ​ — ​ ​ 34 Other comprehensive income, net — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,183 ​ ​ 2,183 Balance March 31, 2024 21,111,043 ​ $ 211 ​ $ 55,005 ​ $ 116,499 ​ $ ( 16,127 ) ​ $ 155,588 ​ See accompanying notes to consolidated financial statements. ​ 68 Table of Contents RIVERVIEW BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED MARCH 31, 2024, 2023 AND 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ Net income ​ $ 3,799 ​ $ 18,069 ​ $ 21,820 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 2,761 ​ ​ 2,693 ​ ​ 3,521 Purchased loans amortization (accretion), net ​ 75 ​ ​ 27 ​ ​ ( 11 ) Provision for (recapture of) credit losses ​ — ​ ​ 750 ​ ​ ( 4,625 ) (Benefit) provision for deferred income taxes ​ ( 165 ) ​ ​ ( 144 ) ​ ​ 1,010 Stock-based compensation expense ​ 34 ​ ​ 390 ​ ​ 319 Increase (decrease) in deferred loan origination fees, net of amortization ​ 273 ​ ​ ( 92 ) ​ ​ ( 2,125 ) Net loss on sales of investment securities available for sale ​ ​ 2,729 ​ ​ — ​ ​ — Net gain on sales of premises and equipment ​ — ​ ​ — ​ ​ ( 993 ) Income from BOLI ​ ( 891 ) ​ ​ ( 821 ) ​ ​ ( 800 ) BOLI death benefit in excess of cash surrender value ​ — ​ — ​ ( 500 ) Changes in certain other assets and liabilities: ​ ​ ​ ​ ​ ​ Prepaid expenses and other assets ​ 3,234 ​ ​ ( 3,604 ) ​ ​ 1,336 Accrued interest receivable ​ 375 ​ ​ ( 140 ) ​ ​ 586 Accrued expenses and other liabilities ​ 530 ​ ​ ( 3,553 ) ​ ​ ( 3,075 ) Net cash provided by operating activities ​ 12,754 ​ ​ 13,575 ​ ​ 16,463 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ ​ ​ ​ ​ ​ Loan (originations) repayments, net ​ ( 6,392 ) ​ ​ 32,755 ​ ​ 40,833 Purchases of loans receivable ​ ( 9,101 ) ​ ​ ( 51,102 ) ​ ​ ( 85,900 ) Principal repayments on investment securities available for sale ​ 16,056 ​ ​ 14,422 ​ ​ 37,157 Purchases of investment securities available for sale ​ — ​ ​ ( 73,303 ) ​ ​ ( 86,621 ) Proceeds from calls and maturities of investment securities available for sale ​ 9,016 ​ ​ 2,010 ​ ​ — Proceeds from sales of investment securities available for sale ​ 43,486 ​ ​ — ​ ​ — Principal repayments on investment securities held to maturity ​ 13,916 ​ ​ 17,218 ​ ​ 9,627 Purchases of investment securities held to maturity ​ ​ — ​ ​ ( 8,496 ) ​ ​ ( 137,936 ) Purchases of premises and equipment and capitalized software ​ ( 5,612 ) ​ ​ ( 4,964 ) ​ ​ ( 3,254 ) Redemption of certificates of deposit held for investment ​ 249 ​ ​ — ​ ​ — Redemption (purchase) of FHLB stock, net ​ 1,940 ​ ​ ( 4,848 ) ​ ​ ( 297 ) Proceeds from death benefit on BOLI ​ ​ — ​ ​ — ​ ​ 1,305 Proceeds from sales of real estate owned ("REO") and premises and equipment ​ — ​ ​ 63 ​ ​ 3,427 Net cash provided by (used in) investing activities ​ 63,558 ​ ​ ( 76,245 ) ​ ​ ( 221,659 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ ​ Net (decrease) increase in deposits ​ ( 33,538 ) ​ ​ ( 268,661 ) ​ ​ 187,818 Dividends paid ​ ( 5,080 ) ​ ​ ( 5,117 ) ​ ​ ( 4,670 ) Proceeds from borrowings ​ 605,030 ​ ​ 199,779 ​ ​ 2,000 Repayment of borrowings ​ ( 640,480 ) ​ ​ ( 76,025 ) ​ ​ ( 2,000 ) Net (decrease) increase in advance payments by borrowers for taxes and insurance ​ ( 44 ) ​ ​ 70 ​ ​ 34 Principal payments on finance lease liability ​ ( 61 ) ​ ​ ( 54 ) ​ ​ ( 46 ) Proceeds from exercise of stock options ​ 36 ​ ​ 4 ​ ​ 16 Repurchase of common stock ​ ​ ( 577 ) ​ ​ ( 6,706 ) ​ ​ ( 1,940 ) Net cash (used in) provided by financing activities ​ ( 74,714 ) ​ ​ ( 156,710 ) ​ ​ 181,212 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ​ 1,598 ​ ​ ( 219,380 ) ​ ​ ( 23,984 ) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ​ 22,044 ​ ​ 241,424 ​ ​ 265,408 CASH AND CASH EQUIVALENTS, END OF PERIOD ​ $ 23,642 ​ $ 22,044 ​ $ 241,424 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: ​ ​ ​ ​ ​ ​ ​ ​ Cash paid during the period for: ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ $ 17,244 ​ $ 3,742 ​ $ 1,947 Income taxes ​ 1,866 ​ ​ 6,239 ​ ​ 5,410 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NONCASH INVESTING AND FINANCING ACTIVITIES: ​ ​ ​ ​ ​ ​ ​ ​ Dividends declared and accrued in other liabilities ​ $ 1,267 ​ $ 1,274 ​ $ 1,217 Net unrealized holding gains (losses) from available for sale investment securities ​ 143 ​ ​ ( 11,000 ) ​ ​ ( 12,882 ) Income tax effect related to other comprehensive income (loss) ​ ( 34 ) ​ ​ 2,641 ​ ​ 3,091 Reclassification adjustment related to loss on sale of available for sale investment securities ​ ​ 2,729 ​ ​ — ​ ​ — Income tax effect related to loss on sale of available for sale investment securities ​ ​ ( 655 ) ​ ​ — ​ ​ — ROU assets obtained in exchange for operating lease liabilities ​ — ​ — ​ 441 Adjustment to retained earnings, net of deferred tax; - adoption of ASU 2016-13 ​ ( 53 ) ​ ​ — ​ — ​ See accompanying notes to consolidated financial statements. 69 Table of Contents RIVERVIEW BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED MARCH 31, 2024, 2023 and 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation – The accompanying consolidated financial statements include the accounts of Riverview Bancorp, Inc.; its wholly-owned subsidiary, Riverview Bank (the “Bank”); the Bank’s wholly-owned subsidiaries, Riverview Services, Inc. and Riverview Trust Company (the “Trust Company”) (collectively referred to as the “Company”). As a Washington state-chartered commercial bank, the Bank’s regulators are the Washington State Department of Financial Institutions (“WDFI”) and the Federal Deposit Insurance Corporation (“FDIC”). The Board of Governors of the Federal Reserve System (“Federal Reserve”) is the primary federal regulator for Riverview Bancorp, Inc. All inter-company transactions and balances have been eliminated in consolidation. The Company has three subsidiary grantor trusts which were established in connection with the issuance of trust preferred securities (see Note 9). In accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”), the accounts and transactions of the trusts are not included in the accompanying consolidated financial statements. Nature of Operations – The Bank is a community-oriented financial institution which operates 17 branches in rural and suburban communities in southwest Washington State and Multnomah, Washington and Marion counties of Oregon. The Bank is engaged primarily in the business of attracting deposits from the general public and using such funds, together with other borrowings, to make various commercial business, commercial real estate, land, multi-family real estate, real estate construction and consumer loans. Additionally, the Trust Company offers trust and investment services and Riverview Services, Inc. acts as a trustee for deeds of trust on mortgage loans granted by the Bank and receives a reconveyance fee for each deed of trust. Business segments – The Company’s operations are managed along two operating segments, consisting of banking operations performed by the Bank and trust and investment services performed by the Trust Company. While the chief operating decision maker uses financial information related to these segments to analyze business performance and allocate resources, the trust and investment services segment does not meet the quantitative threshold under GAAP to be considered a reportable segment. As such, these operating segments are aggregated into a single reportable operating segment in the consolidated financial statements. No revenues are derived from foreign countries. Use of Estimates in the Preparation of Consolidated Financial Statements – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of related revenue and expense during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for credit losses (“ACL”), the valuation of investment securities, and the valuation of goodwill for potential impairment. Cash and Cash Equivalents – Cash and cash equivalents include amounts on hand, due from banks and interest-earning deposits in other banks. Cash and cash equivalents have a maturity of 90 days or less at the time of purchase. Certificates of Deposit Held for Investment – Certificates of deposit held for investment include amounts invested with financial institutions at a stated interest rate and maturity date. Early withdrawal penalties apply; however, the Company plans to hold these investments to maturity. 70 Table of Contents Investment Securities – Investments in debt securities are classified as held to maturity when the Company has the ability and positive intent to hold such securities to maturity. Investments in debt securities held to maturity are carried at amortized cost. Investments in debt securities bought and held principally for the purpose of sale in the near-term are classified as trading securities. Investments in debt securities that the Company intends to hold for an indefinite period, but not necessarily to maturity, are classified as available for sale. Such debt securities may be sold to implement the Company’s asset/liability management strategies and in response to changes in interest rates and similar factors. Investments in debt securities available for sale are reported at estimated fair value. Unrealized gains and losses on investment securities available for sale, net of the related deferred tax effect, are included in total comprehensive income and are reported as a net amount in a separate component of shareholders’ equity entitled “accumulated other comprehensive income (loss).” Realized gains and losses on sales of investments in debt securities available for sale, determined using the specific identification method, are included in earnings on the trade date. Amortization of premiums and accretion of discounts are recognized in interest income over the period to contractual maturity or expected call, if sooner. The Company’s investment portfolio consists of debt securities and does not include any equity securities. The Company analyzes investments in debt securities to determine whether there have been any events or economic circumstances to indicate that a security has incurred a credit-related loss. The Company considers many factors including recent events specific to the issuer or industry, and for debt securities, external credit ratings and recent downgrades. Credit component losses are reported in non-interest income when the present value of expected future cash flows is less than the amortized cost. Noncredit component losses are recorded in other comprehensive income (loss) when the Company (1) does not intend to sell the security or (2) is not more likely than not to have to sell the security prior to the security’s anticipated recovery. If the Company is likely to sell an investment in a debt security, any noncredit component losses are recognized and are reported in non-interest income. Loans Receivable – Loans are stated at the amount of unpaid principal, reduced by net deferred loan origination fees and an ACL. Interest on loans is accrued daily based on the principal amount outstanding. Loans are reviewed regularly and it is the Company’s general policy that a loan is past due when it is 30 days to 89 days delinquent. In general, when a loan is 90 days or more delinquent or when collection of principal or interest appears doubtful, it is placed on non-accrual status, at which time the accrual of interest ceases and a reserve for unrecoverable accrued interest is established and charged against operations. As a general practice, payments received on non-accrual loans are applied to reduce the outstanding principal balance on a cost recovery method. Also, as a general practice, a loan is not removed from non-accrual status until all delinquent principal, interest and late fees have been brought current and the borrower has demonstrated a history of performance based upon the contractual terms of the note. A history of repayment performance generally would be a minimum of six months. Loan origination and commitment fees and certain direct loan origination costs are deferred and amortized as an adjustment of the yield of the related loan. Acquired Loans – Purchased loans, including loans acquired in business combinations, are recorded at their estimated fair value at the acquisition date. Credit discounts are included in the determination of fair value; therefore, an ACL is not recorded at the acquisition date. Acquired loans are evaluated upon acquisition and classified as either purchased credit-impaired (“PCI”) or purchased non-credit-impaired. PCI loans reflect credit deterioration since origination such that it is probable at acquisition that the Company will be unable to collect all contractually required payments. The excess of the cash flows expected to be collected over a PCI loan’s carrying value is considered to be the accretable yield and is recognized as interest income over the estimated life of the PCI loan using the effective yield method. The excess of the undiscounted contractual balances due over the cash flows expected to be collected is considered to be the nonaccretable difference. The nonaccretable difference represents the Company ’s estimate of the credit losses expected to occur and would be considered in determining the estimated fair value of the loans as of the acquisition date. Subsequent to the acquisition date, any increases in expected cash flows over those expected at the purchase date in excess of fair value are adjusted through a change to the accretable yield on a prospective basis. Any subsequent decreases in expected cash flows attributable to credit deterioration are recognized by recording an ACL. The Company had no PCI loans as of March 31, 2024 and 2023. For purchased non-credit-impaired loans, the difference between the fair value and unpaid principal balance of the loan at the acquisition date is amortized or accreted to interest income over the lives of the related loans. Any subsequent deterioration in credit quality is recognized by recording an ACL. 71 Table of Contents ACL on Available for Sale Debt Securities - Each reporting period, the Company assesses each available for sale debt security that is in an unrealized loss position to determine whether the decline in fair value below the amortized cost basis results from a credit loss or other factors. The Company did not record an ACL on available for sale debt securities at March 31, 2024 or upon adoption of ASU 2016-13 on April 1, 2023. As of both dates, the Company considered the unrealized losses across the classes of major security-type to be related to fluctuations in market conditions, primarily interest rates, and not reflective of a deterioration in credit value. For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If the Company intends to sell the security or it is more likely than not that the Company will be required to sell the security before recovering its cost basis, the entire impairment loss would be recognized in earnings. If the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, Management considers the extent to which fair value is less than amortized costs, any changes to the rating of the security by a rating agency and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. Projected cash flows are discounted by the current effective interest rate. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. The remaining impairment related to all other factors, the difference between the present value of the cash flows expected to be collected and fair value, is recognized as a charge to accumulated other comprehensive income (loss) (“AOCI”). ACL on Held to Maturity Debt Securities – The Company separately evaluates its held to maturity debt securities for any credit losses based on probability of default and loss given default utilizing historical industry data based on investment category. The probability of default and loss given default are incorporated into the present value of expected cash flows and compared against amortized cost. The Company did not record an ACL on held to maturity debt securities at March 31, 2024 or upon adoption of ASU 2016-13 on April 1, 2023 as the impact was insignificant. ACL on Loans – The Company adopted the new accounting standard for the ACL (ASU 2016-13), commonly referred to as the current expected credit losses or CECL methodology, as of April 1, 2023. All disclosures as of and for the year ended March 31, 2024 are presented in accordance with ASU 2016-13. The comparative financial periods prior to the adoption of this new accounting standard are presented and disclosed under previously applicable GAAP’s incurred loss methodology, which is not directly comparable to the recently adopted CECL methodology. For further information regarding the ACL, see Note 4 to the Consolidated Financial Statements. As a result of implementing ASU 2016-13, there was a one-time adjustment to the fiscal year 2024 opening ACL balance of $ 42,000 . The Company elected not to measure an ACL for accrued interest receivable on loans and instead elected to reverse interest income on loans or securities that are placed on nonaccrual status, which is generally when the instrument is 90 days past due, or earlier if the Company believes the collection of interest is doubtful. The Company has concluded that this policy results in the timely reversal of uncollectible interest. The ACL for loans is an estimate of the expected credit losses on financial assets measured at amortized cost. The ACL for loans is evaluated based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. The Company then considers whether the historical loss experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period that historical experience was based for each loan type. Finally, the Company consider forecasts about future economic conditions or changes in collateral values that are reasonable and supportable. The Company estimates the expected credit losses over the loans’ contractual terms, adjusted for expected prepayments. The ACL for loans is calculated for loan segments utilizing loan level information and relevant information from internal and external sources related to past events and current conditions. The methodology for estimating the amount of expected credit losses has two basic components: a general component for estimated expected credit losses for pools of loans that share similar risk characteristics and an individual component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans. The Company's ACL model methodology is to build a reserve rate using historical life of loan default rates combined with assessments of current loan portfolio information and current and forecasted economic environment and business cycle information. The model uses statistical analysis to determine the life of loan default rates for the quantitative component and analyzes qualitative factors (Q-Factors) that assess the current loan portfolio conditions and forecasted economic environment and collateral values. For loans that are individually evaluated, an allowance is established 72 Table of Contents when the discounted cash flows or collateral value (less estimated selling costs, if applicable) of the impaired loan is lower than the carrying value of that loan. When available information confirms that specific loans or portions thereof are uncollectible, identified amounts are charged against the ACL. The existence of some or all of the following criteria will generally confirm that a loss has been incurred: the loan is significantly delinquent and the borrower has not demonstrated the ability or intent to bring the loan current; the Company has no recourse to the borrower, or if it does, the borrower has insufficient assets to pay the debt; and/or the estimated fair value of the loan collateral is significantly below the current loan balance, and there is little or no near-term prospect for improvement. Management’s evaluation of the ACL for loans is based on ongoing, quarterly assessments of the known and inherent risks in the loan portfolio. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s ACL for loans and may require the Company to make additions to the ACL for loans based on their judgment about information available to them at the time of their examinations. ACL for Unfunded Loan Commitments – The allowance for unfunded loan commitments is maintained at a level believed by management to be sufficient to absorb estimated expected losses related to these unfunded credit facilities. The determination of the adequacy of the allowance is based on periodic evaluations of the unfunded credit facilities including an assessment of the probability of commitment usage, credit risk factors for loans outstanding to these same customers, and the terms and expiration dates of the unfunded credit facilities. Changes in the allowance for credit losses – unfunded loan commitments are recognized as provision for (or recapture of) credit loss expense and added to the allowance for credit losses – unfunded loan commitments, which is included in accrued expenses and other liabilities in the consolidated balance sheets. REO – REO consists of properties acquired through foreclosure and is initially recorded at the estimated fair value of the properties, less estimated costs of disposal. At the time of foreclosure, specific charge-offs are taken against the ACL based upon a detailed analysis of the fair value of collateral on the underlying loans on which the Company is in the process of foreclosing. Subsequently, the Company performs an evaluation of the properties and records a valuation allowance with an offsetting charge to REO expenses for any declines in value. Management considers third-party appraisals, as well as independent fair market value assessments from realtors or persons involved in selling real estate, in determining the estimated fair value of particular properties. In addition, as certain of these third-party appraisals and independent fair market value assessments are only updated periodically, changes in the values of specific properties may have occurred subsequent to the most recent appraisals. The amounts the Company will ultimately recover and record in the accompanying consolidated financial statements from the disposition of REO may differ from the amounts used in arriving at the net carrying value of these assets because of future market factors beyond the Company’s control or because of changes in the Company’s strategy for the sale of the property. Costs relating to development and improvement of the properties or assets are capitalized, while costs relating to holding the properties or assets are expensed. The Company held no REO at March 31, 2024 and 2023. At March 31, 2024, there were no mortgage loans secured by residential real estate for which formal foreclosure proceedings were in process. Federal Home Loan Bank Stock – The Bank, as a member of the Federal Home Loan Bank of Des Moines (“FHLB”), is required to maintain a minimum investment in capital stock of the FHLB based on specific percentages of its outstanding FHLB advances. The Company’s investment in FHLB stock is carried at cost, which approximates fair value. The Company views its investment in FHLB stock as a long-term investment. Accordingly, when evaluating FHLB stock for impairment, the value is determined based on the ultimate redemption of the par value rather than recognizing temporary declines in value. The determination of whether a decline affects the ultimate redemption value is influenced by criteria such as: (1) the significance of any decline in net assets of the FHLB as compared to the capital stock amount of the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, (3) the impact of legislative and regulatory changes on institutions and, accordingly, the customer base of the FHLB, and (4) the liquidity position of the FHLB. The Company has determined there is no impairment on the FHLB stock investment at March 31, 2024 and 2023. 73 Table of Contents Premises and Equipment – Premises and equipment are stated at cost less accumulated depreciation and amortization. Leasehold improvements are amortized over the estimated term of the related lease or the estimated useful life of the improvements, whichever is less. Depreciation and amortization are generally computed on the straight-line method over the following estimated useful lives: buildings and improvements – up to 45 years ; furniture and equipment – 3 to 20 years ; and leasehold improvements – 15 to 25 years , or estimated lease term if shorter. Gains or losses on dispositions are reflected in earnings. The cost of maintenance and repairs is charged to expense as incurred. Assets are reviewed for impairment when events indicate their carrying value may not be recoverable. If management determines impairment exists the asset is reduced by an offsetting charge to expense. The assets held under the finance lease are amortized on a straight-line basis over the lease term and the amortization is included in depreciation and amortization expense. Mortgage Servicing Rights (“MSRs”) – The Company services certain loans that it has originated and sold to the Federal Home Loan Mortgage Corporation (“FHLMC”) . Loan servicing includes collecting payments; remitting funds to investors, insurance companies and tax authorities; collecting delinquent payments; and foreclosing on properties when necessary. Fees earned for servicing loans for the FHLMC are reported as income when the related mortgage loan payments are collected. Loan servicing costs are charged to expense as incurred. In addition, the Company has recorded MSRs, which represent the rights to service loans. The Company records its originated MSRs at fair value in accordance with GAAP, which requires the Company to allocate the total cost of all mortgage loans sold between loans sold with MSRs retained and loans with MSRs released, based on their relative fair values if it is practicable to estimate those fair values. The Company stratifies its MSRs based on the predominant characteristics of the underlying financial assets including the coupon interest rate and the contractual maturity of the mortgage. The Company is amortizing the MSRs in proportion to and over the period of estimated net servicing income. MSRs were fully amortized at March 31, 2023. Business Combinations, CDI and Goodwill – GAAP requires the total purchase price in a business combination to be allocated to the estimated fair values of assets acquired and liabilities assumed, including certain intangible assets. Subsequent adjustments to the initial allocation of the purchase price may be made related to fair value estimates for which all relevant information has not been obtained, known, or discovered relating to the acquired entity during the allocation period (which is the period of time required to identify and measure the estimated fair values of the assets acquired and liabilities assumed in a business combination). The allocation period is generally limited to one year following consummation of a business combination. CDI represents the value assigned to demand, interest checking, money market and savings accounts acquired as part of a business combination. CDI represents the future economic benefit of the potential cost savings from acquiring core deposits as part of a business combination compared to the cost of alternative funding sources. CDI is amortized to non-interest expense using an accelerated method based on an estimated runoff of related deposits over a period of ten years . CDI is evaluated for impairment and recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable, with any changes in estimated useful life accounted for prospectively over the revised remaining life. At both March 31, 2024 and 2023, gross CDI was $ 1.4 million. At March 31, 2024 and 2023, accumulated amortization was $ 1.1 million and $ 984,000 , respectively. The amortization expense for CDI in future years is estimated to be $ 100,000 , $ 93,000 , and $ 78,000 , for the years ending March 31, 2025, 2026, and 2027, respectively. Goodwill and certain other intangibles generally arise from business combinations. Goodwill and other intangibles generated from business combinations that are deemed to have indefinite lives are not subject to amortization and are instead tested for impairment not less than annually. The Company performs an annual review in the third quarter of each year, or more frequently if indicators of potential impairment exist, to determine if the recorded goodwill is impaired (see Note 6). BOLI – BOLI policies are recorded at their cash surrender value less applicable surrender charges. Income from BOLI is recognized when earned. Advertising and Marketing – Costs incurred for advertising, merchandising, market research, community investment and business development are classified as advertising and marketing expense and are expensed as incurred. 74 Table of Contents Income Taxes – Income taxes are accounted for using the asset and liability method. Under this method, a deferred tax asset or liability is determined based on the enacted tax rates which will be in effect when the differences between the financial statement carrying amounts and tax basis of existing assets and liabilities are expected to be reported in the Company’s income tax returns. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established to reduce the net carrying amount of deferred tax assets if it is determined to be more likely than not that all or some portion of the potential deferred tax asset will not be realized. The Company files a consolidated federal income tax return. The Bank provides for income taxes separately and remits to the Company amounts currently due. Transfers of financial assets – Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. Trust Assets – Assets held by the Trust Company in a fiduciary or agency capacity for trust customers are not included in the consolidated financial statements because such items are not assets of the Company. Assets totaling $ 961.8 million were held in trust as of March 31, 2024 compared to $ 890.6 million as of March 31, 2023. Earnings Per Share – GAAP requires all companies whose capital structure includes dilutive potential common shares to make a dual presentation of basic and diluted earnings per share for all periods presented. The Company’s basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period , without consideration of any dilutive items. Nonvested shares of restricted stock are included in the computation of basic earnings per share because the holder has voting rights and shares in non-forfeitable dividends during the vesting period. The Company’s diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised and has been computed after considering to the weighted average diluted effect of the Company’s stock options. Stock-Based Compensation – The Company measures compensation cost for all stock-based awards based on the grant-date fair value of the awards and recognizes compensation cost over the service period of stock-based awards. The fair value of stock options is determined using the Black-Scholes valuation model. The fair value of restricted stock is determined based on the grant date fair value of the Company’s common stock. Accounting Pronouncements Recently Issued or Adopted – Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) as amended by ASU 2018-19, ASU 2019-04 and ASU 2019-05, was originally issued by the Financial Accounting Standards Board (“FASB”) in June 2016. This ASU replaces the incurred loss methodology that delays recognition until it is probable a loss has been incurred with an expected loss methodology that is referred to as the CECL methodology. The amendments in this ASU require a financial asset that is measured at amortized cost to be presented at the net amount expected to be collected. The income statement would then reflect the measurement of credit losses for newly recognized financial assets as well as changes to the expected credit losses that have taken place during the reporting period. The measurement of expected credit losses will be based on historical information, current conditions, and reasonable and supportable forecasts that impact the collectability of the reported amount. Available-for-sale securities will bifurcate the fair value mark and establish an ACL for available-for-sale securities through the income statement for the credit portion of that mark. The adoption of CECL had an insignificant impact on the Company’s held to maturity and available for sale securities portfolios. The interest portion will continue to be recognized through accumulated other comprehensive income or loss. The change in the ACL recognized as a result of adoption will occur through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the ASU is adopted. This ASU is effective for smaller reporting companies, such as the Company, for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. ASU 2019-05 issued in April 2019 further provides that entities that have certain financial instruments measured at amortized cost that has credit losses, to irrevocably elect the fair value option in Subtopic 825-10, upon adoption of ASU 2016-13. The fair value option applies to available-for-sale debt securities. This ASU is effective upon adoption of ASU 2016-13, and should be applied on a modified-retrospective basis as a cumulative-effect adjustment to the opening balance of retained earnings in the statement of financial condition as of the adoption date. On April 1, 2023, the Company adopted 75 Table of Contents ASU 2016-13, which resulted in a net of tax charge of $ 53,000 to retained earnings, a $ 42,000 increase to ACL for loans, and a $ 28,000 increase to ACL on unfunded commitments for the cumulative effect of adopting this guidance. In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326) : Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance for TDRs by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Additionally, the ASU requires public business entities to disclose current-period gross write offs by year of origination for financial receivables and net investments in leases. This ASU is effective upon adoption of ASU 2016-13. On April 1, 2023, the Company adopted this ASU at the same time ASU 2016-13 was adopted. The Company had no loans modified to borrowers experiencing financial difficulty during the year ended March 31, 2024. The Company had $ 13,000 in write offs and $ 26,000 in recoveries from other installment loans for the year ended March 31, 2024. Reclassifications – Certain prior period amounts have been reclassified to conform to the current period presentation; such reclassifications had no effect on previously reported net income or total shareholders’ equity. ​ 2. RESTRICTED ASSETS Regulations of the Federal Reserve require that the Bank maintain minimum reserve balances either on hand or on deposit with the Federal Reserve Bank of San Francisco (“FRB”) based on a percentage of deposits. Effective March 26, 2020, the reserve requirement was reduced to zero and the Bank was not required to maintain any such reserve balances as of March 31, 2024 and 2023, respectively. ​ 3. INVESTMENT SECURITIES The amortized cost and approximate fair value of investment securities consisted of the following at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Gross Estimated ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair ​ ​ Cost ​ Gains ​ Losses ​ Value March 31, 2024 ​ ​ ​ ​ Available for sale: ​ ​ ​ ​ ​ Municipal securities ​ $ 41,657 ​ $ 20 ​ $ ( 6,541 ) ​ $ 35,136 Agency securities ​ 47,818 ​ ​ — ​ ​ ( 4,241 ) ​ ​ 43,577 Real estate mortgage investment conduits (1) ​ 31,424 ​ ​ — ​ ​ ( 5,759 ) ​ ​ 25,665 Residential mortgage-backed securities (1) ​ 13,519 ​ ​ 3 ​ ​ ( 971 ) ​ ​ 12,551 Other mortgage-backed securities (2) ​ 29,998 ​ ​ 3 ​ ​ ( 3,734 ) ​ ​ 26,267 Total available for sale ​ $ 164,416 ​ $ 26 ​ $ ( 21,246 ) ​ $ 143,196 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held to maturity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Municipal securities ​ $ 10,321 ​ $ — ​ $ ( 2,789 ) ​ $ 7,532 Agency securities ​ ​ 54,123 ​ ​ — ​ ​ ( 4,522 ) ​ ​ 49,601 Real estate mortgage investment conduits (1) ​ ​ 31,752 ​ ​ — ​ ​ ( 5,171 ) ​ ​ 26,581 Residential mortgage-backed securities (1) ​ ​ 112,834 ​ ​ — ​ ​ ( 18,196 ) ​ ​ 94,638 Other mortgage-backed securities (3) ​ ​ 20,480 ​ ​ — ​ ​ ( 3,313 ) ​ ​ 17,167 Total held to maturity ​ $ 229,510 ​ $ — ​ $ ( 33,991 ) ​ $ 195,519 ​ 76 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Gross ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Estimated ​ ​ Cost ​ Gains ​ Losses ​ Fair Value March 31, 2023 ​ ​ ​ ​ Available for sale: ​ ​ ​ ​ Municipal securities ​ $ 47,857 ​ $ 16 ​ $ ( 7,612 ) ​ $ 40,261 Agency securities ​ 91,858 ​ ​ 23 ​ ​ ( 5,974 ) ​ ​ 85,907 Real estate mortgage investment conduits (1) ​ 34,247 ​ ​ — ​ ​ ( 5,370 ) ​ ​ 28,877 Residential mortgage-backed securities (1) ​ 16,512 ​ ​ — ​ ​ ( 1,041 ) ​ ​ 15,471 Other mortgage-backed securities (2) ​ 45,117 ​ ​ 4 ​ ​ ( 4,138 ) ​ ​ 40,983 Total available for sale ​ $ 235,591 ​ $ 43 ​ $ ( 24,135 ) ​ $ 211,499 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held to maturity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Municipal securities ​ $ 10,344 ​ $ — ​ $ ( 2,859 ) ​ $ 7,485 Agency securities ​ ​ 53,941 ​ ​ — ​ ​ ( 5,091 ) ​ ​ 48,850 Real estate mortgage investment conduits (1) ​ ​ 35,186 ​ ​ — ​ ​ ( 4,769 ) ​ ​ 30,417 Residential mortgage-backed securities (1) ​ ​ 123,773 ​ ​ — ​ ​ ( 17,542 ) ​ ​ 106,231 Other mortgage-backed securities (3) ​ ​ 20,599 ​ ​ — ​ ​ ( 3,368 ) ​ ​ 17,231 Total held to maturity ​ $ 243,843 ​ $ — ​ $ ( 33,629 ) ​ $ 210,214 ​ (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 and FHLMC. (3) Comprised of FHLMC and FNMA issued securities. ​ During the third fiscal quarter of 2022, the Company reassessed the classification of certain investment securities and transferred $ 85.8 million of U.S. government and agency securities from the available for sale classific ation to the held to maturity classification. The net unrealized after tax gain of $ 18,000 was deemed insignificant and the book balance of investment securities were transferred. No gains or losses were recognized in connection with the transfer. ​ The contractual maturities of investment securities as of March 31, 2024 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for Sale ​ Held to Maturity ​ ​ ​ Estimated ​ ​ Estimated ​ ​ Amortized ​ Fair ​ Amortized ​ Fair ​ ​ Cost ​ Value ​ Cost ​ Value Due in one year or less ​ $ 19,359 ​ $ 19,192 ​ $ 11,900 ​ $ 11,658 Due after one year through five years ​ 39,990 ​ 35,484 ​ 39,448 ​ 36,158 Due after five years through ten years ​ 36,950 ​ 32,038 ​ 20,280 ​ 16,815 Due after ten years ​ 68,117 ​ 56,482 ​ 157,882 ​ 130,888 Total ​ $ 164,416 ​ $ 143,196 ​ $ 229,510 ​ $ 195,519 ​ Expected maturities of investment securities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties. ​ 77 Table of Contents The fair value of temporarily impaired investment securities, the amount of unrealized losses and the length of time these unrealized losses existed are as follows at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 12 months ​ 12 months or longer ​ Total ​ Estimated ​ ​ Estimated ​ ​ Estimated ​ ​ ​ ​ Fair ​ Unrealized ​ Fair ​ Unrealized ​ Fair ​ Unrealized March 31, 2024 ​ Value ​ Losses ​ Value ​ Losses ​ Value ​ Losses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for sale: ​ ​ ​ ​ ​ ​ Municipal securities ​ $ — ​ $ — ​ $ 32,748 ​ $ ( 6,541 ) ​ $ 32,748 ​ $ ( 6,541 ) Agency securities ​ — ​ — ​ 43,577 ​ ( 4,241 ) ​ 43,577 ​ ( 4,241 ) Real estate mortgage investment conduits (1) ​ — ​ — ​ 25,665 ​ ( 5,759 ) ​ 25,665 ​ ( 5,759 ) Residential mortgage-backed securities (1) ​ — ​ — ​ 12,073 ​ ( 971 ) ​ 12,073 ​ ( 971 ) Other mortgage-backed securities (2) ​ 534 ​ ( 1 ) ​ 25,403 ​ ( 3,733 ) ​ 25,937 ​ ( 3,734 ) Total available for sale ​ $ 534 ​ $ ( 1 ) ​ $ 139,466 ​ $ ( 21,245 ) ​ $ 140,000 ​ $ ( 21,246 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held to maturity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Municipal securities ​ $ — ​ $ — ​ $ 7,532 ​ $ ( 2,789 ) ​ $ 7,532 ​ $ ( 2,789 ) Agency securities ​ ​ — ​ ​ — ​ ​ 49,601 ​ ​ ( 4,522 ) ​ ​ 49,601 ​ ​ ( 4,522 ) Real estate mortgage investment conduits (1) ​ ​ — ​ ​ — ​ ​ 26,581 ​ ​ ( 5,171 ) ​ ​ 26,581 ​ ​ ( 5,171 ) Residential mortgage-backed securities (1) ​ ​ — ​ ​ — ​ ​ 94,638 ​ ​ ( 18,196 ) ​ ​ 94,638 ​ ​ ( 18,196 ) Other mortgage-backed securities (3) ​ ​ — ​ ​ — ​ ​ 17,167 ​ ​ ( 3,313 ) ​ ​ 17,167 ​ ​ ( 3,313 ) Total held to maturity ​ $ — ​ $ — ​ $ 195,519 ​ $ ( 33,991 ) ​ $ 195,519 ​ $ ( 33,991 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for sale: ​ ​ ​ ​ ​ ​ Municipal securities ​ $ 6,277 ​ $ ( 133 ) ​ $ 32,797 ​ $ ( 7,479 ) ​ $ 39,074 ​ $ ( 7,612 ) Agency securities ​ ​ 43,451 ​ ( 747 ) ​ 36,646 ​ ( 5,227 ) ​ 80,097 ​ ( 5,974 ) Real estate mortgage investment conduits (1) ​ 2,693 ​ ( 97 ) ​ 26,184 ​ ( 5,273 ) ​ 28,877 ​ ( 5,370 ) Residential mortgage-backed securities (1) ​ 3,449 ​ ( 147 ) ​ 12,022 ​ ( 894 ) ​ 15,471 ​ ( 1,041 ) Other mortgage-backed securities (2) ​ 13,876 ​ ( 376 ) ​ 26,619 ​ ( 3,762 ) ​ 40,495 ​ ( 4,138 ) Total available for sale ​ $ 69,746 ​ $ ( 1,500 ) ​ $ 134,268 ​ $ ( 22,635 ) ​ $ 204,014 ​ $ ( 24,135 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held to maturity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Municipal securities ​ $ — ​ $ — ​ $ 7,485 ​ $ ( 2,859 ) ​ $ 7,485 ​ $ ( 2,859 ) Agency securities ​ ​ 8,413 ​ ​ ( 240 ) ​ ​ 40,437 ​ ​ ( 4,851 ) ​ ​ 48,850 ​ ​ ( 5,091 ) Real estate mortgage investment conduits (1) ​ ​ 2,580 ​ ​ ( 191 ) ​ ​ 27,837 ​ ​ ( 4,578 ) ​ ​ 30,417 ​ ​ ( 4,769 ) Residential mortgage-backed securities (1) ​ ​ 2 ​ ​ — ​ ​ 106,229 ​ ​ ( 17,542 ) ​ ​ 106,231 ​ ​ ( 17,542 ) Other mortgage-backed securities (3) ​ ​ — ​ ​ — ​ ​ 17,231 ​ ​ ( 3,368 ) ​ ​ 17,231 ​ ​ ( 3,368 ) Total held to maturity ​ $ 10,995 ​ $ ( 431 ) ​ $ 199,219 ​ $ ( 33,198 ) ​ $ 210,214 ​ $ ( 33,629 ) ​ (1) Comprised of FHLMC, FNMA and GNMA issued securities. (2) Comprised of SBA and CRE secured securities issued by FHLMC and FNMA. (3) Comprised of CRE secured securities issued by FHLMC and FNMA. ​ The Company does not believe that the unrealized losses at March 31, 2024 and 2023, were related to credit quality. The Company expects the fair value of these securities to recover as the securities approach their maturity dates or sooner if market yields for such securities decline. The declines in fair market values of these securities were mainly attributable to changes in market interest rates, credit spreads, market volatility and liquidity conditions. As such, the Company determined that no ACL was required. Based on management’s evaluation and intent, the unrealized losses related to the investment securities in the above tables are considered temporary. ​ 78 Table of Contents The Company received proceeds from the sales of available for sale investment securities totaling $ 43.5 million for the year ended March 31, 2024. Gross realized losses on sales of available for sale investment securities totaled $ 2.7 million for the year ended March 31, 2024 and are included in other non-interest income in the accompanying consolidated statements of income. The Company had no sales and realized no gains or losses on sales of investment securities for the years ended March 31, 2023 and 2022. Investment securities available for sale with an amortized cost of $ 2.6 million and $ 3.2 million and a fair value of $ 2.4 million and $ 2.9 million at March 31, 2024 and 2023, respectively, were pledged as collateral for government public funds held by the Bank. Investment securities held to maturity with an amortized cost of $ 11.2 million and $ 12.3 million and a fair value of $ 9.3 million and $ 10.4 million at March 31, 2024 and 2023, respectively, were pledged as collateral for government public funds held by the Bank. Investment securities held to maturity with an amortized cost of $ 151.2 million and a fair value of $ 126.1 million at March 31, 2024, were pledged as collateral to the FRB. ​ 4 . LOANS AND ACL Loans receivable are reported net of deferred loan fees and discounts, and inclusive of premiums. At March 31, 2024, deferred loan fees totaled $ 4.7 million compared to $ 4.4 million at March 31, 2023. Loans receivable discounts and premiums totaled $ 1.3 million and $ 1.9 million, respectively, as of March 31, 2024, compared to $ 1.4 million and $ 2.1 million, respectively, as of March 31, 2023. Loans receivable consisted of the following at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ ​ 2024 ​ 2023 Commercial and construction ​ ​ Commercial business ​ $ 229,404 ​ $ 232,868 Commercial real estate ​ 583,501 ​ ​ 564,496 Land ​ 5,693 ​ ​ 6,437 Multi-family ​ 70,771 ​ ​ 55,836 Real estate construction ​ 36,538 ​ ​ 47,762 Total commercial and construction ​ 925,907 ​ ​ 907,399 ​ ​ ​ ​ ​ ​ ​ Consumer ​ ​ ​ ​ ​ Real estate one-to-four family ​ 96,366 ​ ​ 99,673 Other installment ​ 1,740 ​ ​ 1,784 Total consumer ​ 98,106 ​ ​ 101,457 ​ ​ ​ ​ ​ ​ ​ Total loans ​ 1,024,013 ​ ​ 1,008,856 ​ ​ ​ ​ ​ ​ ​ Less: ACL for loans (1) ​ 15,364 ​ ​ 15,309 Loans receivable, net ​ $ 1,008,649 ​ $ 993,547 ​ (1) All amounts prior to April 1, 2023 were calculated using the previous incurred loss methodology to compute our allowance for loan losses, which is not directly comparable to the current expected credit losses (“CECL”) methodology. ​ ​ The Company’s loan portfolio includes originated and purchased loans. Originated loans and purchased loans for which there was no evidence of credit deterioration at their acquisition date and for which it was probable that the Company would be able to collect all contractually required payments, are referred to collectively as “loans”. The Company originates commercial business, commercial real estate, land, multi-family real estate, real estate construction, residential real estate and other consumer loans. At March 31, 2024 and 2023, the Company had no loans to foreign domiciled businesses or foreign countries, or loans related to highly leveraged transactions. Substantially all of the mortgage loans in the Company’s loan portfolio are secured by properties located in Washington and Oregon, and accordingly, the ultimate collectability of a substantial portion of the Company’s loan portfolio is susceptible to changes in the local economic conditions in these markets. Loans and extensions of credit outstanding at one time to one borrower are generally limited by federal regulations to 15 % of the Bank’s shareholders’ equity, excluding accumulated other comprehensive income (loss) (“AOCI”). The Company considers its loan portfolio to have very little exposure to sub-prime mortgage loans since the Company has not historically engaged in this type of lending. At March 31, 2024, loans carried at $ 682.1 million were pledged as collateral to the FHLB and FRB for borrowing arrangements. ​ 79 Table of Contents Aggregate loans to officers and directors, all of which are current, consisted of the following for the periods indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended March 31, ​ 2024 2023 2022 Beginning balance ​ $ 2,847 ​ $ 3,790 ​ $ 5,308 Originations ​ — ​ — ​ 32 Principal repayments ​ ( 651 ) ​ ( 943 ) ​ ( 1,550 ) Ending balance ​ $ 2,196 ​ $ 2,847 ​ $ 3,790 ​ ​ Loan segment risk characteristics – The Company considers its loan classes to be the same as its loan segments. The following are loan segment risk characteristics of the Company’s loan portfolio: Commercial business – Commercial business loans are primarily made based on the operating cash flows of the borrower or conversion of working capital assets to cash and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers may be volatile and the value of the collateral securing these loans may be difficult to measure. Most commercial business loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and generally include a personal guarantee based on a review of personal financial statements. The Company will extend some short-term loans on an unsecured basis to highly qualified borrowers. Although commercial business loans are often collateralized by equipment, inventory, accounts receivable or other business assets, the liquidation of collateral in the event of a borrower default is often an insufficient source of repayment, because accounts receivable may be uncollectible and inventories and equipment may be obsolete or of limited use. Accordingly, the repayment of a commercial business loan depends primarily on the credit-worthiness of the borrower (and any guarantors), while the liquidation of collateral is a secondary and potentially insufficient source of repayment. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the management of the business and the credit-worthiness of the borrowers and the guarantors. Commercial real estate – The Company originates commercial real estate loans within its primary market areas secured by properties such as office buildings, warehouse/industrial, retail, assisted living, single purpose facilities, and other commercial properties. These are cash flow loans that share characteristics of both real estate and commercial business loans. The primary source of repayment is cash flow from the operation of the collateral property and secondarily through liquidation of the collateral. These loans are generally higher risk than other classifications of loans in that they typically involve higher loan amounts, are dependent on the management experience of the owners, and may be adversely affected by conditions in the real estate market or the economy. Owner-occupied commercial real estate loans are generally of lower credit risk than non-owner occupied commercial real estate loans as the borrowers’ businesses are likely dependent on the properties. Underwriting for these loans is primarily dependent on the repayment capacity derived from the operation of the occupying business rather than rents paid by third-parties. The Company attempts to mitigate these risks by generally limiting the maximum loan-to-value ratio to 65 % - 80 % depending on the property type and scrutinizing the financial condition of the borrower, the quality of the collateral and the management of the property securing the loan. Land – The Company has historically originated loans for the acquisition of raw land upon which the purchaser can then build or make improvements necessary to build or sell as improved lots. Currently, the Company is originating new land loans on a limited basis. Loans secured by undeveloped land or improved lots involve greater risks than one-to-four family residential mortgage loans because these loans are more difficult to evaluate. If the estimate of value proves to be inaccurate, in the event of default or foreclosure, the Company may incur a loss. The Company attempts to minimize this risk by generally limiting the maximum loan-to-value ratio on raw land loans to 65 % and on improved land loans to 75 % . Multi-family – The Company originates loans secured by multi-family dwelling units (more than four units). These loans involve a greater degree of risk than one-to-four family residential mortgage loans as these loans are usually greater in amount, dependent on the cash flow capacity of the project, and are more difficult to evaluate and monitor. Repayment of loans secured by multi-family properties typically depends on the successful operation and management of the properties. Consequently, repayment of such loans may be affected by adverse conditions in the real estate market or economy. The Company attempts to mitigate these risks by thoroughly evaluating the global financial condition of the borrower, the management experience of the borrower, and the quality of the collateral property securing the loan. 80 Table of Contents Real estate construction – The Company originates construction loans for one-to-four family residential, multi-family, and commercial real estate properties. The one-to-four family residential construction loans include construction of consumer custom homes whereby the home buyer is the borrower as well as speculative and presold loans for home builders. Speculative one-to four-family construction loans are loans for which the home builder does not have, at the time of the loan origination, a signed contract with a home buyer who has a commitment for permanent financing with the Company or another lender for the finished home. The home buyer may be identified either during or after the construction period. Presold construction loans are made to homebuilders who, at the time of construction, have a signed contract with a home buyer who has a commitment for permanent financing for the finished home from the Company or another lender. Multi-family construction loans are originated to construct apartment buildings and condominium projects. Commercial construction loans are originated to construct properties such as office buildings, retail rental space and mini-storage facilities, and assisted living facilities. All construction loans are short-term and generally the rate is variable in nature. Construction lending can involve a higher level of risk than other types of lending because funds are advanced based on a prospective value of the project at completion, the total estimated construction cost of the project, and the borrowers’ equity at risk. Additionally, the repayment of the loan is conditional on the success of the ultimate project which is subject to interest rate changes, governmental regulations, general economic conditions and the ability of the borrower to sell or lease the property or refinance the indebtedness. If the Company’s estimate of the value of a project at completion proves to be overstated, it may have inadequate security for repayment of the loan and may incur a loss if the borrower does not repay the loan. Projects may also be jeopardized by disagreements between borrowers and builders and by the failure of builders to pay subcontractors. A speculative home construction loan carries more risk because the payoff for the loan depends on the builder’s ability to sell the property prior to the time that the construction loan is due. Although the nature of real estate construction loans is such that they are generally more difficult to evaluate and monitor, the Company attempts to closely monitor the construction project by on-site inspections. The Company also attempts to mitigate the risks of construction lending by adhering to its underwriting policies, disbursement procedures and monitoring practices. Real estate one-to-four family – The Company originates both fixed-rate and adjustable-rate loans secured by one- to-four family residences located in its primary market areas. The majority of the fixed-rate one-to-four family loans are sold in the secondary market for asset/liability management purposes and to generate non-interest income. The Company’s lending policies generally limit the maximum loan-to-value on one-to-four family loans to 80 % of the lesser of the appraised value or the purchase price. In a situation where a loan exceeds 80 % loan-to value, the Company usually obtains private mortgage insurance on the portion of the principal amount that exceeds 80 % of the appraised value of the property. Terms of maturity typically range from 15 to 30 years . The Company also originates home equity lines of credit and second mortgage loans. Home equity lines of credit and second mortgage loans have a greater credit risk than one-to-four family residential mortgage loans because they are secured by mortgages subordinated to the existing first mortgage on the property, which may or may not be held by the Company. The Company attempts to mitigate residential lending risks by adhering to its underwriting policies in evaluating the collateral and the credit-worthiness of the borrower. Other installment – The Company originates other consumer loans, which include automobile, boat, motorcycle, recreational vehicle, savings account and unsecured loans. Other consumer loans generally have shorter terms to maturity than mortgage loans. Other consumer loans generally involve a greater degree of risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by rapidly depreciating assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. The Company attempts to mitigate these risks by adhering to its underwriting policies in evaluating the credit-worthiness of the borrower. ​ Troubled Loan Modifications (“TLM”) – Occasionally, the Company offers modifications of loans to borrowers experiencing financial difficulty by providing principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions or any combination of these. When principal forgiveness is provided, the amount of the forgiveness is charged-off against the ACL for loans. Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the ACL for loans is adjusted by the same amount. The ACL on modified loans is measured using the same credit loss estimation methods used to determine the ACL for all other loans held for investment. These methods incorporate the post-modification loan terms, as well as defaults and charge-offs associated with historical modified loans. 81 Table of Contents At March 31, 2023, all TDR loans were paying as agreed. There were no new TDRs for the year ended March 31, 2023. In accordance with the Company’s policy guidelines, unsecured loans are generally charged-off when no payments have been received for three consecutive months unless an alternative action plan is in effect. Consumer installment loans delinquent nine months or more that have not received at least 75 % of their required monthly payment in the last 90 days are charged-off. In addition, loans discharged in bankruptcy proceedings are charged-off. Loans under bankruptcy protection with no payments received for four consecutive months are charged-off. The outstanding balance of a secured loan that is in excess of the net realizable value is generally charged-off if no payments are received for four to five consecutive months. However, charge-offs are postponed if alternative proposals to restructure, obtain additional guarantors, obtain additional assets as collateral or a potential sale of the underlying collateral would result in full repayment of the outstanding loan balance. Once any other potential sources of repayment are exhausted, the impaired portion of the loan is charged-off. Regardless of whether a loan is unsecured or collateralized, once an amount is determined to be a confirmed loan loss it is promptly charged off. The following table presents the amortized cost basis and financial effect of loans at March 31, 2024, that were both experiencing financial difficulty and modified during the fiscal year ended March 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Extension Total Commercial business ​ $ 2,500 ​ $ 2,500 Commercial real estate ​ ​ 520 ​ ​ 520 Total ​ $ 3,020 ​ $ 3,020 ​ The following table presents the financial effect of the loan modifications presented above for borrowers experiencing financial difficulty for the fiscal year ended March 31, 2024: ​ ​ ​ ​ ​ ​ Weighted Average ​ Term Extension ​ ​ (in months) Commercial business ​ 10 Commercial real estate ​ 15 ​ Credit quality indicators – The Company monitors credit risk in its loan portfolio using a risk rating system (on a scale of one to nine) for all commercial (non-consumer) loans. The risk rating system is a measure of the credit risk of the borrower based on their historical, current and anticipated future financial characteristics. The Company assigns a risk rating to each commercial loan at origination and subsequently updates these ratings, as necessary, so that the risk rating continues to reflect the appropriate risk characteristics of the loan. Application of appropriate risk ratings is key to management of loan portfolio risk. In determining the appropriate risk rating, the Company considers the following factors: delinquency, payment history, quality of management, liquidity, leverage, earnings trends, alternative funding sources, geographic risk, industry risk, cash flow adequacy, account practices, asset protection and extraordinary risks. Consumer loans, including custom construction loans, are not assigned a risk rating but rather are grouped into homogeneous pools with similar risk characteristics. When a consumer loan is delinquent 90 days, it is placed on non-accrual status and assigned a substandard risk rating. Loss factors are assigned to each risk rating and homogeneous pool based on historical loss experience for similar loans. This historical loss experience is adjusted for qualitative factors that are likely to cause the estimated credit losses to differ from the Company’s historical loss experience. The Company uses these loss factors to estimate the general component of its ACL. Pass – These loans have a risk rating between 1 and 4 and are to borrowers that meet normal credit standards. Any deficiencies in satisfactory asset quality, liquidity, debt servicing capacity and coverage are offset by strengths in other areas. The borrower currently has the capacity to perform according to the loan terms. Any concerns about risk factors such as stability of margins, stability of cash flows, liquidity, dependence on a single product/supplier/customer, depth of management, etc. are offset by strengths in other areas. Typically, these loans are secured by the operating assets of the borrower and/or real estate. The borrower’s management is considered competent. The borrower has the ability to repay the debt in the normal course of business. Watch – These loans have a risk rating of 5 and are included in the “pass” rating. However, there would typically be some reason for additional management oversight, such as the borrower’s recent financial setbacks and/or deteriorating financial position, industry concerns and failure to perform on other borrowing obligations. Loans with this rating are monitored closely in an effort to correct deficiencies. 82 Table of Contents Special mention – These loans have a risk rating of 6 and are rated in accordance with regulatory guidelines. These loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the credit position at some future date. These loans pose elevated risk but their weakness does not yet justify a “substandard” classification. Substandard – These loans have a risk rating of 7 and are rated in accordance with regulatory guidelines, for which the accrual of interest may or may not be discontinued. By definition under regulatory guidelines, a “substandard” loan has defined weaknesses which make payment default or principal exposure likely but not yet certain. Repayment of such loans is likely to be dependent upon collateral liquidation, a secondary source of repayment, or an event outside of the normal course of business. Doubtful – These loans have a risk rating of 8 and are rated in accordance with regulatory guidelines. Such loans are placed on non-accrual status and repayment may be dependent upon collateral which has value that is difficult to determine or upon some near-term event which lacks certainty. Loss – These loans have a risk rating of 9 and are rated in accordance with regulatory guidelines. Such loans are charged-off or charged-down when payment is acknowledged to be uncertain or when the timing or value of payments cannot be determined. “Loss” is not intended to imply that the loan or some portion of it will never be paid, nor does it in any way imply that there has been a forgiveness of debt. ​ 83 Table of Contents The following table sets forth the Company’s loan portfolio at March 31, 2024 by risk attribute and year of origination as well as current period gross charge-offs (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Loans Amortized Cost Basis by Origination Fiscal Year ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving ​ Loans ​ ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ Prior Loans ​ Receivable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial business ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 14,126 ​ $ 63,838 ​ $ 85,131 ​ $ 28,119 ​ $ 16,945 ​ $ 12,411 ​ $ 4,827 ​ $ 225,397 Special Mention ​ — ​ — ​ 733 ​ ​ — ​ ​ 486 ​ ​ 232 ​ ​ 2,498 ​ ​ 3,949 Substandard ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ 58 ​ ​ — ​ ​ 58 Total commercial business ​ $ 14,126 ​ $ 63,838 ​ $ 85,864 ​ $ 28,119 ​ $ 17,431 ​ $ 12,701 ​ $ 7,325 ​ $ 229,404 Current YTD gross write-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial real estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 36,116 ​ $ 66,847 ​ $ 147,015 ​ $ 89,662 ​ $ 53,424 ​ $ 158,311 ​ $ — ​ $ 551,375 Special Mention ​ — ​ 3,752 ​ 897 ​ ​ — ​ ​ — ​ ​ 26,878 ​ ​ — ​ ​ 31,527 Substandard ​ 520 ​ — ​ — ​ ​ — ​ ​ — ​ ​ 79 ​ ​ — ​ ​ 599 Total commercial real estate ​ $ 36,636 ​ $ 70,599 ​ $ 147,912 ​ $ 89,662 ​ $ 53,424 ​ $ 185,268 ​ $ — ​ $ 583,501 Current YTD gross write-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Land ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 2,361 ​ $ 2,340 ​ $ 94 ​ $ — ​ $ 106 ​ $ 437 ​ $ — ​ $ 5,338 Special Mention ​ — ​ 355 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 355 Total land ​ $ 2,361 ​ $ 2,695 ​ $ 94 ​ $ — ​ $ 106 ​ $ 437 ​ $ — ​ $ 5,693 Current YTD gross write-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Multi-family ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 970 ​ $ 21,643 ​ $ 32,003 ​ $ 4,841 ​ $ 8,788 ​ $ 2,429 ​ $ — ​ $ 70,674 Special Mention ​ — ​ — ​ — ​ ​ — ​ ​ 35 ​ ​ 32 ​ ​ — ​ ​ 67 Substandard ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ 30 ​ ​ — ​ ​ 30 Total multi-family ​ $ 970 ​ $ 21,643 ​ $ 32,003 ​ $ 4,841 ​ $ 8,823 ​ $ 2,491 ​ $ — ​ $ 70,771 Current YTD gross write-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ 84 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Term Loans Amortized Cost Basis by Origination Fiscal Year ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving ​ Loans ​ ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ Prior Loans ​ Receivable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate construction ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 13,320 ​ $ 10,078 ​ $ 12,346 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 35,744 Special Mention ​ 794 ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 794 Total real estate construction ​ $ 14,114 ​ $ 10,078 ​ $ 12,346 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 36,538 Current YTD gross write-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate one-to-four family ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ — ​ $ — ​ $ 60,447 ​ $ 4,164 ​ $ 4,364 ​ $ 14,756 ​ $ 12,599 ​ $ 96,330 Substandard ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ 36 ​ ​ — ​ ​ 36 Total real estate one-to-four family ​ $ — ​ $ — ​ $ 60,447 ​ $ 4,164 ​ $ 4,364 ​ $ 14,792 ​ $ 12,599 ​ $ 96,366 Current YTD gross write-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Other installment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 418 ​ $ 555 ​ $ 198 ​ $ 75 ​ $ 27 ​ $ 8 ​ $ 459 ​ $ 1,740 Total other installment ​ $ 418 ​ $ 555 ​ $ 198 ​ $ 75 ​ $ 27 ​ $ 8 ​ $ 459 ​ $ 1,740 Current YTD gross write-offs ​ $ — ​ $ 11 ​ $ — ​ $ — ​ $ — ​ $ 2 ​ $ — ​ $ 13 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total loans receivable, gross ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 67,311 ​ $ 165,301 ​ $ 337,234 ​ $ 126,861 ​ $ 83,654 ​ $ 188,352 ​ $ 17,885 ​ $ 986,598 Special Mention ​ 794 ​ 4,107 ​ 1,630 ​ ​ — ​ ​ 521 ​ ​ 27,142 ​ ​ 2,498 ​ ​ 36,692 Substandard ​ 520 ​ — ​ — ​ ​ — ​ ​ — ​ ​ 203 ​ ​ — ​ ​ 723 Total loans receivable, gross ​ $ 68,625 ​ $ 169,408 ​ $ 338,864 ​ $ 126,861 ​ $ 84,175 ​ $ 215,697 ​ $ 20,383 ​ $ 1,024,013 Total current YTD gross write-offs ​ $ — ​ $ 11 ​ $ — ​ $ — ​ $ — ​ $ 2 ​ $ — ​ $ 13 ​ ​ ​ ​ ​ ​ ​ 85 Table of Contents ACL on Loans – ​ The following tables detail activity in the ACL for loans for the fiscal year ended March 31, 2024 under the CECL methodology, and in the allowance for loan losses under the incurred loss methodology for the fiscal years ended March 31, 2023 and March 31, 2022, by loan category (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 ​ Commercial Commercial ​ ​ Multi- Real Estate ​ ​ ​ ​ ​ ​ ​ ​ Business ​ Real Estate ​ Land ​ Family ​ Construction ​ Consumer ​ Unallocated ​ Total Beginning balance ​ $ 3,123 ​ $ 8,894 ​ $ 93 ​ $ 798 ​ $ 764 ​ $ 1,127 ​ $ 510 ​ $ 15,309 Impact of adopting CECL (ASU 2016-13) ​ ​ 1,884 ​ ​ ( 1,494 ) ​ ​ 40 ​ ​ ( 492 ) ​ ​ 131 ​ ​ 483 ​ ​ ( 510 ) ​ ​ 42 Provision for (recapture of) credit losses ​ 273 ​ ​ ( 9 ) ​ ​ ( 27 ) ​ ​ 61 ​ ​ ( 259 ) ​ ​ ( 39 ) ​ ​ — ​ — Charge-offs ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 13 ) ​ ​ — ​ ( 13 ) Recoveries ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 26 ​ ​ — ​ 26 Ending balance ​ $ 5,280 ​ $ 7,391 ​ $ 106 ​ $ 367 ​ $ 636 ​ $ 1,584 ​ $ — ​ $ 15,364 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 2,422 ​ $ 9,037 ​ $ 168 ​ $ 845 ​ $ 393 ​ $ 943 ​ $ 715 ​ $ 14,523 Provision for (recapture of) loan losses ​ 701 ​ ( 143 ) ​ ( 75 ) ​ ( 47 ) ​ 371 ​ 148 ​ ( 205 ) ​ 750 Charge-offs ​ — ​ — ​ — ​ — ​ — ​ ( 17 ) ​ — ​ ( 17 ) Recoveries ​ — ​ — ​ — ​ — ​ — ​ 53 ​ — ​ 53 Ending balance ​ $ 3,123 ​ $ 8,894 ​ $ 93 ​ $ 798 ​ $ 764 ​ $ 1,127 ​ $ 510 ​ $ 15,309 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 2,416 ​ $ 14,089 ​ $ 233 ​ $ 638 ​ $ 294 ​ $ 852 ​ $ 656 ​ $ 19,178 Provision for (recapture of) loan losses ​ 75 ​ ( 5,052 ) ​ ( 65 ) ​ 207 ​ 99 ​ 52 ​ 59 ​ ( 4,625 ) Charge-offs ​ ( 69 ) ​ — ​ — ​ — ​ — ​ ( 17 ) ​ — ​ ( 86 ) Recoveries ​ — ​ — ​ — ​ — ​ — ​ 56 ​ — ​ 56 Ending balance ​ $ 2,422 ​ $ 9,037 ​ $ 168 ​ $ 845 ​ $ 393 ​ $ 943 ​ $ 715 ​ $ 14,523 ​ The following tables present an analysis of loans receivable and the allowance for loan losses, based on impairment methodology, as of March 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for Loan Losses ​ Recorded Investment in Loans ​ ​ Individually Collectively ​ ​ Individually Collectively ​ ​ ​ ​ Evaluated ​ Evaluated ​ ​ ​ ​ Evaluated ​ Evaluated ​ ​ ​ ​ ​ for ​ for ​ ​ ​ ​ for ​ for ​ ​ ​ March 31, 2023 ​ Impairment ​ Impairment ​ Total ​ Impairment ​ Impairment ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial business ​ $ — ​ $ 3,123 ​ $ 3,123 ​ $ 79 ​ $ 232,789 ​ $ 232,868 Commercial real estate ​ — ​ 8,894 ​ ​ 8,894 ​ ​ 100 ​ ​ 564,396 ​ ​ 564,496 Land ​ — ​ 93 ​ ​ 93 ​ ​ — ​ ​ 6,437 ​ ​ 6,437 Multi-family ​ — ​ 798 ​ ​ 798 ​ ​ — ​ ​ 55,836 ​ ​ 55,836 Real estate construction ​ — ​ 764 ​ ​ 764 ​ ​ — ​ ​ 47,762 ​ ​ 47,762 Consumer ​ 6 ​ 1,121 ​ ​ 1,127 ​ ​ 450 ​ ​ 101,007 ​ ​ 101,457 Unallocated ​ — ​ 510 ​ ​ 510 ​ ​ — ​ ​ — ​ ​ — Total ​ $ 6 ​ $ 15,303 ​ $ 15,309 ​ $ 629 ​ $ 1,008,227 ​ $ 1,008,856 ​ ​ ​ 86 Table of Contents Changes in the ACL for unfunded loan commitments were as follows for the years indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended March 31, ​ 2024 2023 2022 Beginning balance ​ $ 407 ​ $ 424 ​ $ 509 Impact of adopting CECL (ASU 2016-13) ​ ​ 28 ​ ​ — ​ ​ — Balance at beginning of period, as adjusted ​ ​ 435 ​ ​ 424 ​ ​ 509 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net change in ACL - unfunded loan commitments ​ ( 99 ) ​ ( 17 ) ​ ( 85 ) Ending balance ​ $ 336 ​ $ 407 ​ $ 424 ​ Non-accrual loans – Loans are reviewed regularly and it is the Company’s general policy that a loan is past due when it is 30 to 89 days delinquent. In general, when a loan is 90 days delinquent or when collection of principal or interest appears doubtful, it is placed on non-accrual status, at which time the accrual of interest ceases and a reserve for unrecoverable accrued interest is established and charged against operations. As a general practice, payments received on non-accrual loans are applied to reduce the outstanding principal balance on a cost recovery method. Also, as a general practice, a loan is not removed from non-accrual status until all delinquent principal, interest and late fees have been brought current and the borrower has demonstrated a history of performance based upon the contractual terms of the note. A history of repayment performance generally would be a minimum of six months. Interest income foregone on non-accrual loans was $ 10,000 , $ 14,000 , and $ 24,000 for the years ended March 31, 2024, 2023 and 2022, respectively. ​ The following tables present an analysis of loans by aging category at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ 90 Days ​ ​ ​ ​ Past ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ and ​ ​ ​ ​ Due and ​ ​ ​ ​ Total ​ ​ 30-89 Days ​ Greater ​ ​ ​ ​ Non- ​ ​ ​ ​ Loans March 31, 2024 ​ Past Due ​ Past Due ​ Non-accrual ​ accrual ​ Current ​ Receivable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial business ​ $ 1,778 ​ $ 5 ​ $ 58 ​ $ 1,841 ​ $ 227,563 ​ $ 229,404 Commercial real estate ​ — ​ — ​ 79 ​ ​ 79 ​ ​ 583,422 ​ ​ 583,501 Land ​ — ​ — ​ — ​ ​ — ​ ​ 5,693 ​ ​ 5,693 Multi-family ​ — ​ — ​ — ​ ​ — ​ ​ 70,771 ​ ​ 70,771 Real estate construction ​ — ​ — ​ — ​ ​ — ​ ​ 36,538 ​ ​ 36,538 Consumer ​ 1 ​ — ​ 36 ​ ​ 37 ​ ​ 98,069 ​ ​ 98,106 Total ​ $ 1,779 ​ $ 5 ​ $ 173 ​ $ 1,957 ​ $ 1,022,056 ​ $ 1,024,013 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial business ​ $ 1,967 ​ $ 1,569 ​ $ 97 ​ $ 3,633 ​ $ 229,235 ​ $ 232,868 Commercial real estate ​ — ​ — ​ 100 ​ ​ 100 ​ ​ 564,396 ​ ​ 564,496 Land ​ — ​ — ​ — ​ ​ — ​ ​ 6,437 ​ ​ 6,437 Multi-family ​ — ​ — ​ — ​ ​ — ​ ​ 55,836 ​ ​ 55,836 Real estate construction ​ — ​ — ​ — ​ ​ — ​ ​ 47,762 ​ ​ 47,762 Consumer ​ 11 ​ — ​ 86 ​ ​ 97 ​ ​ 101,360 ​ ​ 101,457 Total ​ $ 1,978 ​ $ 1,569 ​ $ 283 ​ $ 3,830 ​ $ 1,005,026 ​ $ 1,008,856 ​ A substantial portion of the 30-89 days past due and 90 days and greater past due loans at March 31, 2024 and 2023 are comprised of government guaranteed loans. These government guaranteed loans are pass rated loans and are not considered to be non-accrual loans given the Company expects to receive all principal and interest and not considered to be classified loans because there are no well-defined weaknesses or risk of loss. Given these government guaranteed loans are neither non-accrual loans nor classified loans, these loans are not considered to be impaired loans based on the Company’s policy. Given these loans are not considered to be impaired loans and are fully guaranteed by the SBA or USDA, these loans are omitted from the required allowance calculation. 87 Table of Contents The following tables present an analysis of loans by credit quality indicators as of March 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ Special ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans March 31, 2023 ​ Pass ​ Mention ​ Substandard ​ Doubtful ​ Loss ​ Receivable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial business ​ $ 231,384 ​ $ 1,367 ​ $ 117 ​ $ — ​ $ — ​ $ 232,868 Commercial real estate ​ 544,426 ​ ​ 17,626 ​ ​ 2,444 ​ — ​ — ​ 564,496 Land ​ 6,437 ​ ​ — ​ ​ — ​ — ​ — ​ 6,437 Multi-family ​ 55,694 ​ ​ 142 ​ ​ — ​ — ​ — ​ 55,836 Real estate construction ​ 47,762 ​ ​ — ​ ​ — ​ — ​ — ​ 47,762 Consumer ​ 101,371 ​ ​ — ​ ​ 86 ​ — ​ — ​ 101,457 Total ​ $ 987,074 ​ $ 19,135 ​ $ 2,647 ​ $ — ​ $ — ​ $ 1,008,856 ​ Impaired loans – Prior to the implementation of ASU 2016-13 on April 1, 2023, a loan was considered impaired when based on current information and circumstances, the Company determines it was probable that it would be unable to collect all amounts due according to the contractual terms of the loan agreement, including scheduled interest payments. Factors considered in determining impairment included, but were not limited to, the financial condition of the borrower, the value of the underlying collateral and the status of the economy. Prior to the implementation of ASU 2016-13, impaired loans were comprised of TDR loans that were performing under their restructured terms. Two of the impaired loans were on non-accrual status as of March 31, 2024. ​ At March 31, 2024, the Company had $ 137,000 of non-accrual loans with no ACL and $ 36,000 of non-accrual loans with an ACL of $ 1,000 . The amortized cost of collateral dependent loans as of March 31, 2024, were $ 58,000 and $ 79,000 for commercial business and commercial real estate loans, respectively. ​ The following tables present information regarding impaired loans at the dates and for the years indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recorded Recorded ​ ​ ​ ​ ​ ​ ​ ​ Investment ​ Investment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ with ​ with ​ ​ ​ ​ ​ ​ ​ Related ​ ​ No Specific ​ Specific ​ Total ​ Unpaid ​ Specific March 31, 2023 ​ Valuation ​ Valuation ​ Recorded ​ Principal ​ Valuation ​ ​ Allowance ​ Allowance ​ Investment ​ Balance ​ Allowance Commercial business ​ $ 79 ​ $ — ​ $ 79 ​ $ 127 ​ $ — Commercial real estate ​ 100 ​ ​ — ​ ​ 100 ​ ​ 162 ​ — Consumer ​ 355 ​ ​ 95 ​ ​ 450 ​ ​ 442 ​ 6 Total ​ $ 534 ​ $ 95 ​ $ 629 ​ $ 731 ​ $ 6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ Year ended ​ ​ March 31, 2023 ​ March 31, 2022 ​ ​ ​ Interest ​ ​ Interest ​ ​ ​ ​ ​ Recognized ​ ​ ​ ​ Recognized ​ ​ Average ​ on ​ Average ​ on ​ ​ Recorded ​ Impaired ​ Recorded ​ Impaired ​ ​ Investment Loans ​ Investment Loans ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial business ​ $ 90 ​ $ — ​ $ 110 ​ $ — Commercial real estate ​ ​ 111 ​ ​ — ​ ​ 660 ​ ​ 16 Consumer ​ ​ 475 ​ ​ 24 ​ ​ 514 ​ ​ 24 Total ​ $ 676 ​ $ 24 ​ $ 1,284 ​ $ 40 ​ The cash basis interest income on impaired loans was not materially different than the interest recognized on impaired loans as shown in the above tables. ​ 88 Table of Contents 5. PREMISES AND EQUIPMENT Premises and equipment consisted of the following at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Land $ 5,924 $ 5,715 Buildings and improvements ​ 22,172 ​ 18,494 Leasehold improvements ​ 3,154 ​ 3,965 Furniture and equipment ​ 11,510 ​ 11,578 Construction in progress ​ — ​ 33 Total ​ 42,760 ​ 39,785 Less accumulated depreciation and amortization ​ ( 21,042 ) ​ ( 19,666 ) Premises and equipment, net ​ $ 21,718 ​ $ 20,119 ​ Depreciation and amortization expense was $ 2.0 million, $ 1.7 million and $ 1.5 million for the years ended March 31, 2024, 2023 and 2022, respectively . ​ 6 . GOODWILL Goodwill and certain other intangibles generally arise from business combinations accounted for under the purchase method of accounting. Goodwill and other intangibles deemed to have indefinite lives generated from business combinations are not subject to amortization and are instead tested for impairment not less than annually. The Company has two reporting units, the Bank and the Trust Company, for purposes of evaluating goodwill for impairment. All of the Company’s goodwill has been allocated to the Bank reporting unit. The Company performed its annual impairment assessment as of October 31, 2023 and determined that no impairment of goodwill exists. The goodwill impairment test involves a two-step process. The first step is a comparison of the reporting unit’s fair value to its carrying value. If the reporting unit’s fair value is less than its carrying value, the Company would be required to progress to the second step. In the second step, the Company calculates the implied fair value of goodwill and compares the implied fair value of goodwill to the carrying amount of goodwill in the Company’s consolidated balance sheet. If the carrying amount of the goodwill is greater than the implied fair value of that goodwill, an impairment loss must be recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as goodwill recognized in a business combination. The results of the Company’s step one test indicated that the reporting unit’s fair value was greater than its carrying value, and, therefore, a step two analysis was not required; however, no assurance can be given that the Company’s goodwill will not be written down in future periods. The Company completed a qualitative assessment of goodwill as of March 31, 2024, and concluded that it is more likely than not that the fair value of the Bank (the reporting unit), exceeds its carrying value. If adverse economic conditions or decreases in the Company’s common stock price and market capitalization were deemed sustained in the future rather than temporary, it may significantly affect the fair value of the reporting unit and may trigger future goodwill impairment charges. Any impairment charge could have a material adverse effect on our results of operations and financial condition. ​ 89 Table of Contents 7. DEPOSITS Deposit accounts consisted of the following at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, Account Type ​ 2024 ​ 2023 Non-interest-bearing ​ $ 349,082 ​ $ 404,937 Interest-bearing checking ​ 289,823 ​ 254,522 Money market ​ 209,164 ​ 221,778 Savings accounts ​ 192,638 ​ 255,147 Certificates of deposit ​ 190,972 ​ 128,833 Total ​ $ 1,231,679 ​ $ 1,265,217 ​ Individual certificates of deposit greater than $250,000 totaled $ 55.7 million and $ 40.3 million at March 31, 2024 and 2023, respectively. Scheduled maturities of certificates of deposit for future years ending March 31 are as follows (in thousands): ​ ​ ​ ​ ​ Year Ending March 31, : ​ 2025 ​ $ 179,162 2026 ​ 9,185 2027 ​ 895 2028 ​ 501 2029 ​ 957 Thereafter ​ 272 Total ​ $ 190,972 ​ Interest expense by deposit type was as follows for the years indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended March 31, ​ 2024 2023 2022 Interest-bearing checking ​ $ 785 ​ $ 89 ​ $ 87 Money market ​ 2,860 ​ 415 ​ 150 Savings accounts ​ 132 ​ 219 ​ 247 Certificates of deposit ​ 4,508 ​ 779 ​ 940 Total ​ $ 8,285 ​ $ 1,502 ​ $ 1,424 ​ ​ 8. FEDERAL HOME LOAN BANK ADVANCES FHLB advances are summarized at the dates indicated (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2024 March 31, 2023 FHLB advances ​ $ 88,304 ​ $ 123,754 ​ Weighted average interest rate on FHLB advances (1) ​ 5.40 % 4.88 % (1) Computed based on the borrowing activity for the fiscal years ended March 31, 2024 and 2023, respectively. The Bank has a credit line with the FHLB equal to 45 % of total assets, limited by available collateral. At March 31, 2024, based on collateral values, the Bank had additional borrowing capacity of $ 211.2 million from the FHLB. FHLB advances are collateralized with loans secured by real estate. At March 31, 2024, loans carried at $ 500.6 million were pledged as collateral to the FHLB. 9. JUNIOR SUBORDINATED DEBENTURES The Company has wholly-owned subsidiary grantor trusts that were established for the purpose of issuing trust preferred securities and common securities. The trust preferred securities accrue and pay distributions periodically at specified annual rates as provided in each trust agreement. The trusts used the net proceeds from each of the offerings to purchase a like 90 Table of Contents amount of junior subordinated debentures (the “Debentures”) of the Company. The Debentures are the sole assets of the trusts. The Company’s obligations under the Debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the obligations of the trusts. The trust preferred securities are mandatorily redeemable upon maturity of the Debentures or upon earlier redemption as provided in the indentures. The Company has the right to redeem the Debentures in whole or in part on or after specific dates, at a redemption price specified in the indentures governing the Debentures plus any accrued but unpaid interest to the redemption date. The Company also has the right to defer the payment of interest on each of the Debentures for a period not to exceed 20 consecutive quarters, provided that the deferral period does not extend beyond the stated maturity. During such deferral period, distributions on the corresponding trust preferred securities will also be deferred and the Company may not pay cash dividends to the holders of shares of the Company’s common stock. The Debentures issued by the Company to the grantor trusts, totaling $ 27.0 million and $ 26.9 million at March 31, 2024 and 2023, respectively, are reported as “junior subordinated debentures” in the consolidated balance sheets. The common securities issued by the grantor trusts were purchased by the Company, and the Company’s investment in the common securities of $ 836,000 at both March 31, 2024 and 2023, is included in prepaid expenses and other assets in the consolidated balance sheets. The Company records interest expense on the Debentures in the consolidated statements of income. The following table is a summary of the terms and the amounts outstanding of the Debentures at March 31, 2024 (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance Trust Issuance Date Amount Outstanding Rate Type Initial Rate Current Rate Maturity Date ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Riverview Bancorp Statutory Trust I 12/2005 ​ $ 7,217 Variable (1) 5.88 % 6.95 % 3/2036 Riverview Bancorp Statutory Trust II 06/2007 ​ 15,464 Variable (2) 7.03 % 6.94 % 9/2037 Merchants Bancorp Statutory Trust I (4) 06/2003 ​ 5,155 Variable (3) 4.16 % 8.67 % 6/2033 ​ ​ ​ ​ 27,836 ​ ​ ​ ​ ​ ​ ​ ​ Fair value adjustment (4) ​ ​ ​ ( 832 ) Total Debentures ​ ​ ​ $ 27,004 ​ (1) The trust preferred securities reprice quarterly based on the three-month Chicago Mercantile Exchange (“CME”) Term Secured Overnight Financing Rate (“SOFR ”) plus 1.36 % . (2) The trust preferred securities reprice quarterly based on the three-month CME Term SOFR plus 1.35 % . (3) The trust preferred securities reprice quarterly based on the three-month CME Term SOFR plus 3.10 % . (4) Amount, net of accretion, attributable to a prior year’s business combination. 91 Table of Contents 10. INCOME TAXES Provision for income taxes consisted of the following for the years indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended March 31 ​ 2024 2023 2022 Current ​ $ 967 ​ $ 5,754 ​ $ 5,446 Deferred ​ ( 165 ) ​ ( 144 ) ​ 1,010 Total ​ $ 802 ​ $ 5,610 ​ $ 6,456 ​ The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are as follows at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ 2024 2023 Deferred tax assets: ​ ​ ​ ​ ​ ​ Deferred compensation ​ $ 17 ​ $ 78 ACL ​ 3,768 ​ 3,772 Accrued expenses ​ 520 ​ 160 Accumulated depreciation and amortization ​ 977 ​ 918 Deferred gain on sale ​ 17 ​ 34 Deferred income ​ ​ 43 ​ ​ 57 Purchase accounting ​ 15 ​ 46 Net unrealized loss on investment securities available for sale ​ 5,093 ​ 5,782 Operating lease liabilities ​ ​ 1,387 ​ ​ 1,695 Other ​ 356 ​ 429 Total deferred tax assets ​ 12,193 ​ 12,971 Deferred tax liabilities: ​ ​ FHLB stock dividends ​ ( 38 ) ​ ( 38 ) Prepaid expenses ​ ( 325 ) ​ ( 241 ) Operating lease ROU assets ​ ​ ( 1,315 ) ​ ​ ( 1,609 ) Loan fees/costs ​ ( 737 ) ​ ( 797 ) Total deferred tax liabilities ​ ( 2,415 ) ​ ( 2,685 ) Deferred tax assets, net ​ $ 9,778 ​ $ 10,286 ​ A reconciliation of the Company’s effective income tax rate with the federal statutory tax rate is as follows for the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended March 31, ​ ​ 2024 2023 2022 ​ Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State and local income tax rate 5.2 3.0 3.0 ​ Employee Stock Ownership Plan ("ESOP") market value adjustment ( 0.5 ) ( 0.1 ) ( 0.1 ) ​ BOLI ( 4.8 ) ( 0.8 ) ( 0.7 ) ​ Other, net ( 3.1 ) 0.6 ( 0.4 ) ​ Effective federal income tax rate 17.8 % 23.7 % 22.8 % ​ For the fiscal years ended March 31, 2024 and 2023, the Company utilized a federal corporate income tax rate of 21.0 % . The Bank’s retained earnings at March 31, 2024 and 2023 include a base year ACL, which amounted to $ 2.2 million, for which no federal income tax liability has been recognized. The related unrecognized deferred tax liability at March 31, 2024 and 2023 was $ 528,000 . This represents the balance of the ACL created for tax purposes as of December 31, 1987. This amount is subject to recapture in the unlikely event that the Company’s banking subsidiaries (1) make distributions in excess of current and accumulated earnings and profits, as calculated for federal tax purposes, (2) redeem their stock, or (3) liquidate. Management does not expect this temporary difference to reverse in the foreseeable future. At March 31, 2024 and 2023, the Company had no unrecognized tax benefits or uncertain tax positions. In addition, the Company had no accrued interest or penalties related to income tax matters as of March 31, 2024 and 2023. It is the Company’s 92 Table of Contents policy to recognize potential accrued interest and penalties related to income tax matters as a component of the provision for income taxes. The Company is subject to U.S federal and State of Oregon income taxes. The years 2021 to 2023 remain open to examination for federal income taxes, and the years 2020 to 2023 remain open to State of Oregon examination . ​ 11. EMPLOYEE BENEFIT PLANS Retirement Plan – The Riverview Bancorp, Inc. Employees’ Savings and Profit Sharing Plan (the “Plan”) is a defined contribution profit-sharing plan incorporating the provisions of Section 401(k) of the Internal Revenue Code. Company expenses related to the Plan for the years ended March 31, 2024, 2023 and 2022 were $ 509,000 , $ 519,000 and $ 529,000 , respectively. Directors’ and Executive Officers’ Deferred Compensation Plan (“Deferred Compensation Plan”) – The Deferred Compensation Plan is a nonqualified deferred compensation plan. Directors may elect to defer their monthly directors’ fees until retirement with no income tax payable by the director until retirement benefits are received. The President, and Executive and Senior Vice Presidents of the Company may also defer salary into the Deferred Compensation Plan. The Company accrues annual interest on the unfunded liability under the Deferred Compensation Plan based upon a formula relating to gross revenues, which was 3.33 % , 2.98 % and 2.97 % for the years ended March 31, 2024, 2023 and 2022, respectively. The estimated liability under the Deferred Compensation Plan is accrued as earned by the participants. At March 31, 2024 and 2023, the Company’s aggregate liability under the Deferred Compensation Plan was $ 70,000 and $ 326,000 , respectively, which is recorded in accrued expenses and other liabilities in the accompanying consolidated balance sheets. Stock Option Plans – In July 2003, shareholders of the Company approved the adoption of the 2003 Stock Option Plan (“2003 Plan”). The 2003 Plan was effective in July 2003 and expired in July 2013. Accordingly, no further option awards may be granted under the 2003 Plan; however, any awards granted prior to their respective expiration dates remain outstanding subject to their terms. Each option granted under the 2003 Plan has an exercise price equal to the fair market value of the Company’s common stock on the date of the grant, a maximum term of ten years and a vesting period from zero to five years . In July 2017, the shareholders of the Company approved the Riverview Bancorp, Inc. 2017 Equity Incentive Plan (“2017 Plan”). The 2017 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock and restricted stock units. The Company has reserved 1,800,000 shares of its common stock for issuance under the 2017 Plan. The 2003 Plan and the 2017 Plan are collectively referred to as “the Stock Option Plans.” The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes stock option valuation model. The fair value of all awards is amortized on a straight-line basis over the requisite service periods, which are generally the vesting periods. The expected life of options granted represents the period of time that they are expected to be outstanding. The expected life is determined based on historical experience with similar options, giving consideration to the contractual terms and vesting schedules. Expected volatility is estimated at the date of grant based on the historical volatility of the Company’s common stock. Expected dividends are based on dividend trends and the market value of the Company’s common stock at the time of grant. The risk-free interest rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. There were no stock options granted during the years ended March 31, 2024, 2023 and 2022 under the Stock Option Plans. As of March 31, 2024, all outstanding stock options were fully vested and there was no remaining unrecognized compensation expense related to stock options granted under the Stock Option Plans. There was no stock-based compensation expense related to stock options for the years ended March 31, 2024, 2023 and 2022 under the Stock Option Plans. ​ 93 Table of Contents The following table presents the activity related to stock options under the Stock Option Plans for the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended March 31, ​ 2024 ​ 2023 ​ 2022 ​ ​ Weighted ​ Weighted ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ Average ​ ​ ​ Average ​ ​ Number of ​ Exercise ​ Number of ​ Exercise ​ Number of ​ Exercise ​ Shares Price Shares Price Shares Price Balance, beginning of period 14,310 ​ $ 2.78 17,332 ​ $ 2.78 23,332 ​ $ 2.78 Options exercised ( 12,799 ) ​ 2.78 ( 1,511 ) ​ 2.78 ( 6,000 ) ​ 2.78 Options expired ( 1,511 ) ​ 2.78 ( 1,511 ) ​ 2.78 — ​ — Balance, end of period — ​ $ — 14,310 ​ $ 2.78 17,332 ​ $ 2.78 ​ There were no stock options outstanding as of March 31, 2024. The following table presents information on stock options outstanding, less estimated forfeitures, as of March 31, 2023: ​ ​ ​ ​ ​ ​ ​ March 31, 2023 Stock options fully vested and expected to vest: ​ ​ Number ​ ​ 14,310 Weighted average exercise price ​ $ 2.78 Aggregate intrinsic value (1) ​ $ 37,000 Weighted average contractual term of options (years) ​ 0.29 Stock options fully vested and currently exercisable: ​ ​ Number ​ 14,310 Weighted average exercise price ​ $ 2.78 Aggregate intrinsic value (1) ​ $ 37,000 Weighted average contractual term of options (years) ​ 0.29 ​ (1) The aggregate intrinsic value of a stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price) that would have been received by the option holders had all option holders exercised. This amount changes based on changes in the market value of the Company’s stock. The total intrinsic value of stock options exercised was $ 28,000 , $ 7,000 and $ 25,000 for the years ended March 31, 2024, 2023 and 2022, respectively. The fair value of restricted stock awards is equal to the fair value of the Company’s stock on the date of grant. The related stock-based compensation expense is recorded over the requisite service period. Stock-based compensation related to restricted stock was $ 34,000 , $ 390,000 , and $ 319,000 for the years ended March 31, 2024, 2023, and 2022, respectively. The unrecognized stock-based compensation related to restricted stock was $ 245,000 and $ 440,000 at March 31, 2024 and 2023, respectively. The weighted average vesting period for the restricted stock was 1.31 years and 1.12 years at March 31, 2024 and 2023, respectively. 94 Table of Contents The following table presents the activity related to restricted stock for the years ended March 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time Based Performance Based Total ​ ​ Number ​ Weighted ​ Number ​ Weighted ​ Number ​ Weighted ​ ​ of ​ Average ​ of ​ Average ​ of ​ Average ​ ​ Unvested ​ Grant Date ​ Unvested ​ Grant Date ​ Unvested ​ Grant Date Year Ended March 31, 2024 Shares Fair Value Shares Fair Value Shares Fair Value Balance, beginning of period 29,977 ​ $ 6.14 132,645 ​ $ 6.05 162,622 ​ $ 6.07 Granted 19,926 ​ 5.21 84,040 ​ 5.21 103,966 ​ 5.21 Forfeited ( 19,006 ) ​ 5.81 ( 99,514 ) ​ 5.94 ( 118,520 ) ​ 5.92 Vested ( 15,118 ) ​ 5.77 ( 53,774 ) ​ 5.38 ( 68,892 ) ​ 5.47 Balance, end of period 15,779 ​ $ 5.72 63,397 ​ $ 5.68 79,176 ​ $ 5.69 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time Based Performance Based Total ​ ​ Number ​ Weighted ​ Number ​ Weighted ​ Number ​ Weighted ​ ​ of ​ Average ​ of ​ Average ​ of ​ Average ​ ​ Unvested ​ Grant Date ​ Unvested ​ Grant Date ​ Unvested ​ Grant Date Year Ended March 31, 2023 Shares Fair Value Shares Fair Value Shares Fair Value Balance, beginning of period 26,855 ​ $ 6.02 121,492 ​ $ 5.70 148,347 ​ $ 5.76 Granted 15,571 ​ 6.30 56,125 ​ 6.30 71,696 ​ 6.30 Forfeited — ​ — ( 2,977 ) ​ 7.56 ( 2,977 ) ​ 7.56 Vested ( 12,449 ) ​ 6.07 ( 41,995 ) ​ 5.26 ( 54,444 ) ​ 5.45 Balance, end of period 29,977 ​ $ 6.14 132,645 ​ $ 6.05 162,622 ​ $ 6.07 ​ Employee Stock Ownership Plan - The Company sponsors an ESOP that covers all employees with at least one year and 1,000 hours of service who are over the age of 21. For each of the years ended March 31, 2024, 2023 and 2022, the Bank purchased 25,000 shares of common stock, on the open market and contributed such shares to the ESOP as a discretionary employer contribution. As of March 31, 2024, 2023 and 2022, all shares of common stock purchased for the ESOP have been allocated to participant accounts. The Company recorded employee benefits expense of $ 150,000 , $ 187,000 and $ 192,000 for these contributions for the years ended March 31, 2024, 2023 and 2022, respectively, which represented the fair value of the related common stock on the date it was acquired. Shares held by the ESOP at March 31, 2024 and 2023 totaled 380,955 and 368,194 , respectively. ​ 12. SHAREHOLDERS’ EQUITY AND REGULATORY CAPITAL REQUIREMENTS The Bank is a state-chartered, federally insured institution subject to various regulatory capital requirements administered by the FDIC . Failure to meet minimum capital requirements can result in the initiation of certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements . Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and tier I capital to risk-weighted assets, core capital to total assets and tangible capital to tangible assets (set forth in the table below). Management believes the Bank met all capital adequacy requirements to which it was subject as of March 31, 2024. ​ 95 Table of Contents As of March 31, 2024, the Bank was categorized as “well capitalized” under the FDIC’s regulatory framework for prompt corrective action. The Bank’s actual and required minimum capital amounts and ratios were as follows at the dates indicated (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ "Well Capitalized" ​ ​ ​ ​ ​ ​ ​ ​ For Capital ​ Under Prompt ​ ​ ​ Actual Adequacy Purposes Corrective Action March 31, 2024 Amount Ratio Amount Ratio Amount Ratio ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Capital: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (To Risk-Weighted Assets) ​ $ 173,521 ​ 16.32 % $ 85,080 ​ 8.0 % $ 106,350 ​ 10.0 % Tier 1 Capital: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (To Risk-Weighted Assets) ​ ​ 160,197 ​ 15.06 ​ 63,810 ​ 6.0 ​ 85,080 ​ 8.0 ​ Common equity tier 1 Capital: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (To Risk-Weighted Assets) ​ ​ 160,197 ​ 15.06 ​ 47,857 ​ 4.5 ​ 69,127 ​ 6.5 ​ Tier 1 Capital (Leverage): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (To Average Tangible Assets) ​ ​ 160,197 ​ 10.29 ​ 62,296 ​ 4.0 ​ 77,870 ​ 5.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ "Well Capitalized" ​ ​ ​ ​ ​ ​ ​ ​ For Capital ​ Under Prompt ​ ​ ​ Actual Adequacy Purposes Corrective Action March 31, 2023 Amount Ratio Amount Ratio Amount Ratio ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Capital: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (To Risk-Weighted Assets) ​ $ 180,001 ​ 16.94 % $ 85,013 ​ 8.0 % $ 106,266 ​ 10.0 % Tier 1 Capital: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (To Risk-Weighted Assets) ​ ​ 166,688 ​ 15.69 ​ 63,760 ​ 6.0 ​ 85,013 ​ 8.0 ​ Common equity tier 1 Capital: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (To Risk-Weighted Assets) ​ ​ 166,688 ​ 15.69 ​ 47,820 ​ 4.5 ​ 69,073 ​ 6.5 ​ Tier 1 Capital (Leverage): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (To Average Tangible Assets) ​ ​ 166,688 ​ 10.47 ​ 63,679 ​ 4.0 ​ 79,599 ​ 5.0 ​ ​ In addition to the minimum common equity tier 1 (“CET1”), Tier 1 and total capital ratios, the Bank is required to maintain a capital conservation buffer consisting of additional CET1 capital in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. The capital conservation buffer is required to be an amount greater than 2.5% of risk-weighted assets. As of March 31, 2024, the Bank’s CET1 capital exceeded the required capital conservation buffer at an amount greater than 2.5%. For a bank holding company, such as Riverview Bancorp, Inc., the capital guidelines apply on a bank only basis. The Federal Reserve expects the holding company’s subsidiary banks to be well capitalized under the prompt corrective action regulations. If Riverview Bancorp, Inc. was subject to regulatory guidelines for bank holding companies at March 31, 2024, it would have exceeded all regulatory capital requirements. At periodic intervals, the Company’s banking regulators routinely examine the Company’s financial condition and risk management processes as part of their legally prescribed oversight. Based on their examinations, these regulators can direct that the Company’s consolidated financial statements be adjusted in accordance with their findings. A future examination could include a review of certain transactions or other amounts reported in the Company’s 2024 consolidated financial statements . ​ 13. EARNINGS PER SHARE Basic earnings per share (“EPS”) is computed by dividing net income or loss applicable to common stock by the weighted average number of common shares outstanding during the period, without considering any dilutive items. Nonvested shares of restricted stock are included in the computation of basic EPS because the holder has voting rights and shares in non-forfeitable dividends during the vesting period. Diluted EPS is computed by dividing net income or loss applicable to common stock by the weighted average number of common shares and common stock equivalents for items that are dilutive, net of shares assumed to be repurchased using the treasury stock method at the average share price for the Company’s common 96 Table of Contents stock during the period. Common stock equivalents arise from the assumed exercise of outstanding stock options. For the years ended March 31, 2024, 2023 and 2022, there were no stock options excluded in computing diluted EPS. The following table presents a reconciliation of the components used to compute basic and diluted EPS for the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended March 31, ​ 2024 2023 2022 (Dollars and share data in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ Basic EPS computation: ​ ​ ​ Numerator-net income ​ $ 3,799 ​ $ 18,069 ​ $ 21,820 Denominator-weighted average common shares outstanding ​ 21,138 ​ 21,638 ​ 22,213 Basic EPS ​ $ 0.18 ​ $ 0.84 ​ $ 0.98 Diluted EPS computation: ​ ​ ​ Numerator-net income ​ $ 3,799 ​ $ 18,069 ​ $ 21,820 Denominator-weighted average common shares outstanding ​ 21,138 ​ 21,638 ​ 22,213 Effect of dilutive stock options ​ 1 ​ 8 ​ 12 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares and common stock equivalents ​ 21,139 ​ 21,646 ​ 22,225 Diluted EPS ​ $ 0.18 ​ $ 0.83 ​ $ 0.98 ​ On March 9, 2022, the Company announced that its Board of Directors authorized a stock repurchase program (the “March 2022 repurchase program”). Under the March 2022 repurchase program, the Company was authorized to repurchase up to $ 5.0 million of the Company’s outstanding shares of common stock, in the open market, based on prevailing market prices, or in private negotiated transactions, over a period beginning on March 21, 2022 and continuing until the earlier of the completion of the stock repurchase program or September 9, 2022. The Company completed the March 2022 repurchase program on September 8, 2022, repurchasing 718,734 shares at an average price of $ 6.96 per share and at a total cost of $ 5.0 million. All shares repurchased under the March 2022 program were retired as of September 30, 2022. On November 17, 2022, the Company announced that its Board of Directors authorized a stock repurchase programs (the “November 2022 repurchase program”). Under the November 2022 repurchase program, the Company was authorized to repurchase up to $ 2.5 million of the Company’s outstanding shares of common stock, in the open market or in privately negotiated transactions, over a period beginning on November 28, 2022 and continuing until the earlier of the completion of the authorized level of repurchases or May 28, 2023, depending upon market conditions. The Company completed the November 2022 repurchase program on May 5, 2023, repurchasing 394,334 shares at an average price of $ 6.34 per share and at a total cost of $ 2.5 million. Shares repurchased under the November 2022 repurchase program were retired as settled. ​ ​ 14. FAIR VALUE MEASUREMENTS Fair value is defined under GAAP as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of three levels. These levels are: ​ 97 Table of Contents Quoted prices in active markets for identical assets (Level 1): Inputs that are quoted unadjusted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Other observable inputs (Level 2): Inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets and inputs derived principally from or corroborated by observable market data by correlation or other means. Significant unobservable inputs (Level 3): Inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances. Financial instruments are presented in the tables that follow by recurring or nonrecurring measurement status. Recurring assets are initially measured at fair value and are required to be remeasured at fair value in the consolidated financial statements at each reporting date. Assets measured on a nonrecurring basis are assets that, as a result of an event or circumstance, were required to be remeasured at fair value after initial recognition in the consolidated financial statements at some time during the reporting period. The following tables present assets that are measured at estimated fair value on a recurring basis at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Estimated ​ Estimated Fair Value Measurements Using March 31, 2024 Fair Value Level 1 Level 2 Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment securities available for sale: ​ ​ ​ ​ Municipal securities ​ $ 35,136 ​ $ — ​ $ 35,136 ​ $ — Agency securities ​ 43,577 ​ — ​ 43,577 ​ — Real estate mortgage investment conduits ​ 25,665 ​ — ​ 25,665 ​ — Residential mortgage-backed securities ​ 12,551 ​ — ​ 12,551 ​ — Other mortgage-backed securities ​ 26,267 ​ — ​ 26,267 ​ — Total assets measured at fair value on a recurring basis ​ $ 143,196 ​ $ — ​ $ 143,196 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Estimated Estimated Fair Value Measurements Using March 31, 2023 Fair Value Level 1 Level 2 Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment securities available for sale: ​ ​ ​ ​ Municipal securities ​ $ 40,261 ​ $ — ​ $ 40,261 ​ $ — Agency securities ​ 85,907 ​ — ​ 85,907 ​ — Real estate mortgage investment conduits ​ 28,877 ​ — ​ 28,877 ​ — Residential mortgage-backed securities ​ 15,471 ​ — ​ 15,471 ​ — Other mortgage-backed securities ​ 40,983 ​ — ​ 40,983 ​ — Total assets measured at fair value on a recurring basis ​ $ 211,499 ​ $ — ​ $ 211,499 ​ $ — ​ There were no transfers of assets into or out of Levels 1, 2 or 3 during the years ended March 31, 2024 and 2023. The following methods were used to estimate the fair value of investment securities in the above table: Investment securities are included within Level 1 of the hierarchy when quoted prices in an active market for identical assets are available. The Company uses a third-party pricing service to assist the Company in determining the fair value of its Level 2 securities, which incorporates pricing models and/or quoted prices of investment securities with similar characteristics. Investment securities are included within Level 3 of the hierarchy when there are significant unobservable inputs. For Level 2 securities, the independent pricing service provides pricing information by utilizing evaluated pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data from market research publications. 98 Table of Contents The Company’s third-party pricing service has established processes for the Company to submit inquiries regarding the estimated fair value. In such cases, the Company’s third-party pricing service will review the inputs to the evaluation in light of any new market data presented by the Company. The Company’s third-party pricing service may then affirm the original estimated fair value or may update the evaluation on a go-forward basis. Management reviews the pricing information received from the third-party pricing service through a combination of procedures that include an evaluation of methodologies used by the pricing service, analytical reviews and performance analysis of the prices against statistics and trends. Based on this review, management determines whether the current placement of the security in the fair value hierarchy is appropriate or whether transfers may be warranted. As necessary, management compares prices received from the pricing service to discounted cash flow models or by performing independent valuations of inputs and assumptions similar to those used by the pricing service in order to help ensure prices represent a reasonable estimate of fair value. There were no assets that are measured at estimated fair value on a nonrecurring basis at March 31, 2024. The following table presents assets that are measured at estimated fair value on a nonrecurring basis at the date indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ Estimated Fair Value ​ ​ Estimated ​ Measurements Using March 31, 2023 ​ Fair Value Level 1 Level 2 Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impaired loans ​ $ 89 ​ $ — ​ $ — ​ $ 89 ​ The following table presents quantitative information about Level 3 inputs for financial instruments measured at fair value on a nonrecurring basis at March 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation Significant Unobservable ​ March 31, 2023 ​ Technique ​ Inputs ​ Range ​ ​ ​ ​ ​ ​ ​ Impaired loans Appraised value Adjustment for market conditions N/A (1) ​ ​ Discounted cash flows ​ Discount rate ​ 5.375 % ​ (1) There were no adjustments to appraised values of impaired loans as of March 31, 2023. For information regarding the Company’s method for estimating the fair value of individually evaluated loans, see Note 1 – Summary of Significant Accounting Policies – ACL on Loans. In determining the estimated net realizable value of the underlying collateral, the Company primarily uses third-party appraisals which may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available and include consideration of variations in location, size, and income production capacity of the property. Additionally, the appraisals are periodically further adjusted by the Company in consideration of charges that may be incurred in the event of foreclosure and are based on management’s historical knowledge, changes in business factors and changes in market conditions. Individually evaluated loans are reviewed and evaluated quarterly for additional reserve and adjusted accordingly based on the same factors identified above. Because of the high degree of judgment required in estimating the fair value of collateral underlying individually evaluated loans and because of the relationship between fair value and general economic conditions, the Company considers the fair value of individually evaluated loans to be highly sensitive to changes in market conditions. The following disclosure of the estimated fair value of financial instruments is made in accordance with GAAP. The Company, using available market information and appropriate valuation methodologies, has determined the estimated fair value amounts. However, considerable judgment is necessary to interpret market data in the development of the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in the future. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. 99 Table of Contents The carrying amounts and estimated fair values of financial instruments are as follows at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated March 31, 2024 ​ Amount Level 1 ​ Level 2 ​ Level 3 Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets: ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 23,642 ​ $ 23,642 ​ $ — ​ $ — ​ $ 23,642 Investment securities available for sale ​ 143,196 ​ — ​ 143,196 ​ — ​ 143,196 Investment securities held to maturity ​ 229,510 ​ — ​ 195,519 ​ — ​ 195,519 Loans receivable, net ​ 1,008,649 ​ — ​ — ​ 909,254 ​ 909,254 FHLB stock ​ 4,927 ​ — ​ 4,927 ​ — ​ 4,927 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Certificates of deposit ​ 190,972 ​ — ​ 188,972 ​ — ​ 188,972 FHLB advances ​ 88,304 ​ — ​ 88,101 ​ — ​ 88,101 Junior subordinated debentures ​ 27,004 ​ — ​ — ​ 19,327 ​ 19,327 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated March 31, 2023 ​ Amount ​ Level 1 ​ Level 2 ​ Level 3 ​ Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets: ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 22,044 ​ $ 22,044 ​ $ — ​ $ — ​ $ 22,044 Certificates of deposit held for investment ​ 249 ​ — ​ 248 ​ — ​ 248 Investment securities available for sale ​ 211,499 ​ — ​ 211,499 ​ — ​ 211,499 Investment securities held to maturity ​ 243,843 ​ — ​ 210,214 ​ — ​ 210,214 Loans receivable, net ​ 993,547 ​ — ​ — ​ 931,784 ​ 931,784 FHLB stock ​ 6,867 ​ — ​ 6,867 ​ — ​ 6,867 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Certificates of deposit ​ 128,833 ​ — ​ 126,072 ​ — ​ 126,072 FHLB advances ​ ​ 123,754 ​ — ​ 123,679 ​ — ​ 123,679 Junior subordinated debentures ​ 26,918 ​ — ​ — ​ 17,698 ​ 17,698 ​ ​ Fair value estimates were based on existing financial instruments without attempting to estimate the value of anticipated future business. The fair value was not estimated for assets and liabilities that were not considered financial instruments. ​ 15. REVENUE FROM CONTRACTS WITH CUSTOMERS In accordance with ASC Topic 606 “Revenues from Contracts with Customers” (“ASC 606”), revenues are recognized when goods or services are transferred to the customer in exchange for the consideration the Company expects to be entitled to receive. The largest portion of the Company’s revenue is from interest income, which is not within the scope of ASC 606. All of the Company’s revenue from contracts with customers within the scope of ASC 606 is recognized in non-interest income with the exception of gains on sales of REO and premises and equipment, which are included in non-interest expense. If a contract is determined to be within the scope of ASC 606, the Company recognizes revenue as it satisfies a performance obligation. Payments from customers are generally collected at the time services are rendered, monthly, or quarterly. For contracts with customers within the scope of ASC 606, revenue is either earned at a point in time or revenue is earned over time. Examples of revenue earned at a point in time are automated teller machine (“ATM”) transaction fees, wire transfer fees, overdraft fees and interchange fees. Revenue earned at a point in time is primarily based on the number and type of transactions that are generally derived from transactional information accumulated by the Company’s systems and is recognized immediately as the transactions occur or upon providing the service to complete the customer’s transaction. The Company is generally the principal in these contracts, with the exception of interchange fees, in which case the Company is acting as the agent and records revenue net of expenses paid to the principal. Examples of revenue earned over time, which generally occur on a monthly basis, are deposit account maintenance fees, investment advisory fees, merchant revenue, trust and investment management fees and safe deposit box fees. Revenue is generally derived from transactional information accumulated by the Company’s systems or those of third-parties and is recognized as the related transactions occur or services 100 Table of Contents are rendered to the customer. For the years ended March 31, 2024, 2023 and 2022, substantially all of the Company’s revenues within the scope of ASC 606 were for performance obligations satisfied at a point in time. ​ Disaggregation of Revenue The following table includes the Company’s non-interest income disaggregated by type of service (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended March 31, ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset management fees ​ $ 5,328 ​ $ 4,734 ​ $ 4,107 Debit card and ATM fees ​ 3,250 ​ 3,341 ​ 3,499 Deposit related fees ​ 1,823 ​ 1,737 ​ 1,634 Loan related fees ​ 522 ​ 539 ​ 1,247 Income from BOLI (1) ​ 891 ​ 821 ​ 800 Net gains on sales of loans held for sale (1) ​ 33 ​ — ​ — FHLMC loan servicing fees (1) ​ 84 ​ 66 ​ 85 BOLI death benefit in excess of cash surrender value (1) ​ ​ — ​ ​ — ​ ​ 500 Loss on sale of investment securities (1) ​ ​ ( 2,729 ) ​ ​ — ​ ​ — Other, net ​ 1,040 ​ 956 ​ 872 Total non-interest income, net ​ $ 10,242 ​ $ 12,194 ​ $ 12,744 ​ (1) Not within the scope of ASC 606 Revenues recognized within the scope of ASC 606 Asset management fees : Asset management fees are variable, since they are based on the customer’s underlying portfolio value, which is subject to market conditions and amounts invested by clients through the Trust Company. Asset management fees are recognized over the period that services are provided, and when the portfolio values are known or can be estimated at the end of each quarter. Debit card and ATM fees : Debit card and ATM interchange income represents fees earned when a debit card issued by the Bank is used. The Bank earns interchange fees from debit cardholder transactions through the MasterCard® payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. The performance obligation is satisfied and the fees are earned when the cost of the transaction is charged to the cardholders’ debit card. Certain expenses directly associated with the debit cards are recorded on a net basis with the interchange income. Deposit related fees : Fees are earned on the Bank’s deposit accounts for various products offered to or services performed for the Bank’s customers. Fees include business account fees, non-sufficient fund fees, stop payment fees, wire services, safe deposit box and others. These fees are recognized on a daily, monthly or quarterly basis, depending on the type of service. Loan related fees : Non-interest loan fee income is earned on loans that the Bank services, excluding loans serviced for the FHLMC which are not within the scope of ASC 606. Loan related fees include prepayment fees, late charges, brokered loan fees, maintenance fees and others. These fees are recognized on a daily, monthly, quarterly or annual basis, depending on the type of service. Other : Fees earned on other services, such as merchant services or occasional non-recurring type services, are recognized at the time of the event or the applicable billing cycle. Contract Balances As of March 31, 2024 and 2023, the Company had no significant contract liabilities where the Company had an obligation to transfer goods or services for which the Company had already received consideration. In addition, the Company had no material unsatisfied performance obligations as of March 31, 2024 and 2023 . ​ 101 Table of Contents 16. COMMITMENTS AND CONTINGENCIES Off-balance sheet arrangements – In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk in order to meet the financing needs of its customers. These financial instruments generally include commitments to originate mortgage, commercial and consumer loans. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. The Company’s maximum exposure to credit loss in the event of nonperformance by the borrower is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments. Commitments to originate loans are conditional and are honored for up to 45 days subject to the Company’s usual terms and conditions. Collateral is not required to support commitments. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third-party. These guarantees are primarily used to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies and is required in instances where the Company deems it necessary. Significant off-balance sheet commitments are listed below at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contract or Notional ​ ​ Amount ​ ​ March 31, ​ March 31, ​ 2024 2023 Commitments to extend credit: ​ ​ Adjustable-rate ​ $ 9,907 ​ $ 12,489 Fixed-rate ​ 110 ​ 18 Standby letters of credit ​ 1,600 ​ 1,600 Undisbursed loan funds and unused lines of credit ​ 149,178 ​ 130,269 Total ​ $ 160,795 ​ $ 144,376 ​ At March 31, 2024, the Company had no commitments to sell residential loans to the FHLMC. Other Contractual Obligations – In connection with certain asset sales, the Company typically makes representations and warranties about the underlying assets conforming to specified guidelines. If the underlying assets do not conform to the specifications, the Company may have an obligation to repurchase the assets or indemnify the purchaser against loss. At March 31, 2024, loans under warranty totaled $ 31.4 million, which substantially represented the unpaid principal balance of the Company’s loans serviced for the FHLMC. The Company believes that the potential for loss under these arrangements is remote. At March 31, 2024, the Company had an allowance for FHLMC-serviced loans of $ 12,000 . The Bank is a public depository and, accordingly, accepts deposit and other public funds belonging to, or held for the benefit of, Washington and Oregon states, political subdivisions thereof, and municipal corporations. In accordance with applicable state law, in the event of default of a participating bank, all other participating banks in the state collectively assure that no loss of funds are suffered by any public depositor. Generally, in the event of default by a public depository, the assessment attributable to all public depositories is allocated on a pro rata basis in proportion to the maximum liability of each depository as it existed on the date of loss. The Company has not incurred any losses related to public depository funds for the years ended March 31, 2024, 2023 and 2022. The Bank has entered into employment contracts with certain key employees, which provide for contingent payments subject to future events. Litigation –The Company is periodically party to litigation arising in the ordinary course of business, some of which involve claims for substantial or uncertain amounts. At least quarterly, we assess liabilities and contingencies in connection with all outstanding or new legal matters, utilizing the most recent information available. For matters where a loss is not probable, or the amount of the loss cannot be estimated, no accrual is established. If we determine that a loss from a matter is probable and the amount of the loss can be reasonably estimated, we will establish an accrual for the loss. Once established, an accrual is adjusted as appropriate to reflect any subsequent developments in the specific legal matter. It is inherently difficult to estimate 102 Table of Contents the amount of loss and there may be matters for which a loss is probable or reasonably possible but not currently estimable. Actual losses may be in excess of any established accrual or the range of reasonably possible loss. Management's estimate will change from time to time. Any estimate or determination relating to the future resolution of legal matters is uncertain and involves significant judgment. We usually are unable to determine whether a favorable or unfavorable outcome is remote, reasonably likely, or probable, or to estimate the amount or range of a probable or reasonably likely loss, until relatively late in the process. The Company is currently involved in a lawsuit for which certain parties participated in a mediation in May 2023 and a stay of proceedings is in place to allow for continued settlement efforts. At March 31, 2024, based on the most recent information available, management has concluded that a loss was probable and could be reasonably estimated. Accordingly, the Company determined that as of March 31, 2024, there was a potential liability resulting from pending litigation involving a former Riverview business client related to their real estate investments offered by a business owned by that client. Given the recent development of a proposed global settlement of the litigation, the Company recorded a $ 2.3 million expense in other non-interest expense during the quarter ended March 31, 2024. This expense reflects Riverview’s estimate of litigation costs that exceed the Company’s insurance coverage. The settlement of the litigation remains subject to approval by the court. ​ 17. LEASES The Company has a finance lease for the shell of the building constructed as the Company’s operations center which expires in November 2039. The Company is also obligated under various noncancelable operating lease agreements for land, buildings and equipment that require future minimum rental payments. For each operating lease with an initial term of more than 12 months, the Company records an operating lease ROU asset (representing the right to use the underlying asset for the lease term) and an operating lease liability (representing the obligation to make lease payments required under the terms of the lease). ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate – derived from information available at the lease commencement date – as the discount rate when determining the present value of lease payments. The Company does not have any operating leases with an initial term of 12 months or less. Certain operating leases contain various provisions for increases in rental rates, based either on changes in the published Consumer Price Index or a predetermined escalation schedule. Certain operating leases provide the Company with the option to extend the lease term one or more times following expiration of the initial term. Lease extensions are not reasonably certain and the Company generally does not include payments occurring during option periods in the calculation of its operating lease ROU assets and operating lease liabilities. The table below presents the ROU assets and lease liabilities recorded in the consolidated balance sheet at the dates indicated (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ March 31, Classification in the Leases 2024 2023 consolidated balance sheets Finance lease ROU assets ​ $ 1,202 $ 1,278 Financing lease ROU assets Finance lease liability ​ $ 2,168 $ 2,229 Finance lease liability Finance lease remaining lease term ​ 15.68 years 16.68 years ​ Finance lease discount rate ​ 7.16 % 7.16 % ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease ROU assets ​ $ 5,479 $ 6,705 Prepaid expenses and other assets Operating lease liabilities ​ $ 5,780 $ 7,064 Accrued expenses and other liabilities Operating lease weighted-average remaining lease term ​ 5.34 years 6.15 years ​ Operating lease weighted-average discount rate ​ 1.74 % 1.78 % ​ 103 Table of Contents The table below presents certain information related to the lease costs for operating leases, which are recorded in occupancy and depreciation in the accompanying consolidated statements of income at the dates indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ Year ended ​ Year ended Lease Costs March 31, 2024 March 31, 2023 ​ March 31, 2022 Finance lease amortization of ROU asset ​ $ 76 ​ $ 77 ​ $ 77 Finance lease interest on lease liability ​ 158 ​ 162 ​ 165 Operating lease costs ​ 1,133 ​ 1,133 ​ 1,266 Variable lease costs ​ 209 ​ 209 ​ 209 Total lease cost (1) ​ $ 1,576 ​ $ 1,581 ​ $ 1,717 ​ (1) Income related to sub-lease activity is not significant and not presented herein . Supplemental cash flow information – Operating cash flows paid for operating lease amounts included in the measurement of lease liabilities was $ 1.4 million, $ 1.4 million and $ 1.5 million for the years ended March 31, 2024, 2023 and 2022, respectively. During the years ended March 31, 2024 and 2023, the Company did not record any ROU assets that were exchanged for operating lease liabilities. During the year ended March 31, 2022, the Company recorded operating lease ROU assets that were exchanged for operating lease liabilities of $ 441,000 . The following table reconciles the undiscounted cash flows for the periods presented related to the Company’s lease liabilities as of March 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year Ending March 31: Operating Finance ​ ​ Leases ​ Lease 2025 ​ $ 1,375 ​ $ 222 2026 ​ 1,125 ​ 226 2027 ​ 1,116 ​ 230 2028 ​ 899 ​ 232 2029 ​ 684 ​ 232 Thereafter ​ 947 ​ 2,480 Total minimum lease payments ​ 6,146 ​ 3,622 Less: amount of lease payments representing interest ​ ( 366 ) ​ ( 1,454 ) Lease liabilities ​ $ 5,780 ​ $ 2,168 ​ ​ 104 Table of Contents 18. RIVERVIEW BANCORP, INC. (PARENT COMPANY ONLY) BALANCE SHEETS AS OF MARCH 31, 2024 AND 2023 ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) 2024 2023 ASSETS ​ ​ Cash and cash equivalents ​ $ 9,483 ​ $ 5,480 Investment in the Bank ​ 171,390 ​ 175,833 Other assets ​ 3,104 ​ 2,342 TOTAL ASSETS ​ $ 183,977 ​ $ 183,655 LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ Accrued expenses and other liabilities ​ $ 118 ​ $ 224 Dividend payable ​ 1,267 ​ 1,274 Borrowings ​ 27,004 ​ 26,918 Shareholders' equity ​ 155,588 ​ 155,239 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY ​ $ 183,977 ​ $ 183,655 ​ STATEMENTS OF INCOME FOR THE YEARS ENDED MARCH 31, 2024, 2023 AND 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ INCOME: ​ ​ ​ Interest on investment securities and other short-term investments ​ $ 262 ​ $ 129 ​ $ 16 Total income ​ 262 ​ 129 ​ 16 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EXPENSE: ​ ​ ​ ​ ​ ​ Management service fees paid to the Bank ​ 143 ​ 143 ​ 143 Other expenses ​ 2,180 ​ 1,424 ​ 670 Total expense ​ 2,323 ​ 1,567 ​ 813 LOSS BEFORE INCOME TAXES AND EQUITY ​ ​ ​ ​ ​ ​ IN UNDISTRIBUTED INCOME OF THE BANK ​ ( 2,062 ) ​ ( 1,438 ) ​ ( 797 ) BENEFIT FOR INCOME TAXES ​ ( 433 ) ​ ( 303 ) ​ ( 167 ) LOSS OF PARENT COMPANY ​ ( 1,629 ) ​ ( 1,135 ) ​ ( 630 ) EQUITY IN UNDISTRIBUTED INCOME OF THE BANK ​ 5,428 ​ 19,204 ​ 22,450 NET INCOME ​ $ 3,799 ​ $ 18,069 ​ $ 21,820 ​ There were no items of other comprehensive income that were solely attributable to the parent company. 105 Table of Contents RIVERVIEW BANCORP, INC. (PARENT COMPANY ONLY) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED MARCH 31, 2024, 2023 AND 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ Net income ​ $ 3,799 ​ $ 18,069 ​ $ 21,820 Adjustments to reconcile net income to net cash used in operating activities: ​ ​ ​ ​ ​ ​ Equity in undistributed income of the Bank ​ ( 5,428 ) ​ ( 19,204 ) ​ ( 22,450 ) Amortization expense ​ 86 ​ 85 ​ 85 Provision (benefit) for deferred income taxes ​ 2 ​ ( 1 ) ​ 2 Stock-based compensation expense ​ ​ 34 ​ ​ 390 ​ ​ 319 Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ Other assets ​ ( 764 ) ​ ( 1,019 ) ​ 131 Accrued expenses and other liabilities ​ ( 105 ) ​ 112 ​ 48 Net cash used in operating activities ​ ( 2,376 ) ​ ( 1,568 ) ​ ( 45 ) ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ Dividend from the Bank ​ 12,000 ​ 8,000 ​ 7,500 Net cash provided by investing activities ​ 12,000 ​ 8,000 ​ 7,500 ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ ​ ​ ​ ​ Dividends paid ​ ( 5,080 ) ​ ( 5,117 ) ​ ( 4,670 ) Proceeds from exercise of stock options ​ 36 ​ 4 ​ 16 Repurchase of common stock ​ ​ ( 577 ) ​ ​ ( 6,706 ) ​ ​ ( 1,940 ) Net cash used in financing activities ​ ( 5,621 ) ​ ( 11,819 ) ​ ( 6,594 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ​ 4,003 ​ ( 5,387 ) ​ 861 ​ ​ ​ ​ ​ ​ ​ CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR ​ 5,480 ​ 10,867 ​ 10,006 ​ ​ ​ ​ ​ ​ ​ CASH AND CASH EQUIVALENTS, END OF YEAR ​ $ 9,483 ​ $ 5,480 ​ $ 10,867 ​ ​ 106 Table of Contents RIVERVIEW BANCORP, INC. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands, except per share data) ​ Three Months Ended Fiscal 2024: March 31 December 31 September 30 June 30 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest and dividend income ​ $ 14,291 ​ $ 14,272 ​ $ 14,035 ​ $ 13,957 Interest expense ​ 5,739 ​ 4,948 ​ 4,184 ​ 3,598 Net interest income ​ 8,552 ​ 9,324 ​ 9,851 ​ 10,359 Provision for credit losses ​ — ​ ​ — ​ ​ — ​ ​ — Non-interest income, net ​ 494 ​ 3,056 ​ 3,407 ​ 3,285 Non-interest expense ​ 13,109 ​ 10,551 ​ 10,089 ​ 9,978 Income (loss) before income taxes ​ ( 4,063 ) ​ 1,829 ​ 3,169 ​ 3,666 Provision (benefit) for income taxes ​ ( 1,095 ) ​ 377 ​ 697 ​ 823 ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 2,968 ) ​ $ 1,452 ​ $ 2,472 ​ $ 2,843 ​ ​ ​ ​ ​ Basic earnings (loss) per common share (1) ​ $ ( 0.14 ) ​ $ 0.07 ​ $ 0.12 ​ $ 0.13 ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted earnings (loss) per common share (1) ​ $ ( 0.14 ) ​ $ 0.07 ​ $ 0.12 ​ $ 0.13 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal 2023: ​ ​ ​ ​ Interest and dividend income ​ $ 13,941 ​ $ 14,443 ​ $ 14,088 ​ $ 13,194 Interest expense ​ 2,127 ​ 743 ​ 657 ​ 533 Net interest income ​ 11,814 ​ 13,700 ​ 13,431 ​ 12,661 Provision for loan losses ​ 750 ​ — ​ — ​ — Non-interest income, net ​ 2,971 ​ 2,963 ​ 3,134 ​ 3,126 Non-interest expense ​ 9,950 ​ 9,848 ​ 9,804 ​ 9,769 Income before income taxes ​ 4,085 ​ 6,815 ​ 6,761 ​ 6,018 Provision for income taxes ​ 1,102 ​ 1,575 ​ 1,567 ​ 1,366 ​ ​ ​ ​ ​ Net income ​ $ 2,983 ​ $ 5,240 ​ $ 5,194 ​ $ 4,652 ​ ​ ​ ​ ​ Basic earnings per common share (1) ​ $ 0.14 ​ $ 0.24 ​ $ 0.24 ​ $ 0.21 ​ ​ ​ ​ ​ ​ Diluted earnings per common share (1) ​ $ 0.14 ​ $ 0.24 ​ $ 0.24 ​ $ 0.21 ​ (1) Quarterly earnings per common share may vary from annual earnings per common share due to rounding . ​ ​ 107 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable. ​